Web of the Spider
by ultimate buu
Summary: Adjusting to life as a superhero isn't easy, especially when your past comes back to haunt you. Now Peter Parker must defend New York as Spider-Man from a lunatic he thought he stopped for good and uncover the secrets of his past he thought he buried. The question is; will he accept or decline help from the Justice League?
1. Chapter 1

Web of a Spider

Disclaimer: I don't own anything related to Marvel or DC or any other franchise.

Hey guys I'm back!

Let's start the year right with the sequel to 'Path of a Spider'. If you haven't read that one yet you might want to before you read this since this might make more sense if you had read it.

Enjoy.

Part 1: Who said it was Simple?

March 15

New York

'SPIDER-MAN: HERO OR MENACE?'

That was the tagline for the Daily Bugle newspaper, complete with a picture of a man in a black suit with a white spider symbol swinging up in the air. Ever since he made his appearance back in December people had been somewhat mixed about the newest hero in the world. Most were neutral about his appearance and thought further action from him was needed to see what kind of person he really was, some were happy another hero had come to help make the world a safer place especially to those who lived in New York and thought it needed a hero.

Then there were those like J. Jonah Jameson…

"That Spider-Man is a menace!" He would yell in his office when he got the chance. "He's a rotten trouble maker who will no doubt reveal his true colors when we least expect it!"

This was normally what Peter heard every time he went and brought in a picture of Spider-Man stopping a robbery or just moving about in the city. Peter was known in the Daily Bugle as the only guy who could get a picture of Spider-Man since he was first spotted in December and has thus been the only known photographer to ever successfully get a picture of him. People had often asked him for his secret and if Spider-Man himself told Peter to take his pictures and his answer to that was; "Spider-Man thinks I get his good side."

Which wasn't that much of a lie really when you think about it because Peter did think only he could actually get his own good side.

Peter never really put much thought into it when he took pictures of himself as Spider-Man. The only real think he focused on was finding trouble, stopping it and helping out people in distress. The one think Peter loved besides helping people was the feel of web swinging in the city; it was amazing. The feeling of the wind as it flew past you and the sensation of flying through the air while moving from building to building was exhilarating, it was a feeling that Peter could never forget. Peter would tell Ben about it whenever his little brother would ask about what he was doing as Spider-Man and Ben would always ask Peter if he could do it one day. Peter would always tell him that maybe one day Ben would be able to swing with him in New York but only when he was older to which Ben would pout and Peter would chuckle and ruffle his hair.

Peter's aunt May and uncle Ben would occasionally ask him how he was doing as Spider-Man which Peter learned was code for 'be careful and don't let us watch a news report detailing your death.' The same conversation went with Curt and Martha Conners but Curt would regularly make sure that Peter's suit was still in control after he told him what happened during his last fight with Green Goblin. Curt had told him that the suit had responded to his anger and frustration a similar trait that V3 had when it was still being tested. Peter had been warned to watch his temper when using the suit or else possibly turning into that monster again. Peter could only remember anger when he was in that state and he never wanted to turn into the monster again.

When Peter wasn't working at the Daily Bugle or fighting crime as Spider-Man he was spending time with his family or his girlfriend Mary Jane. Peter tried to not let his time as Spider-Man ruin his time with Mary Jane and he tried to spend as much time as he could with her and even when he couldn't make it on a few occasions because something seemed to come up at that moment Mary Jane still understood and Peter would make it up to her.

Peter was in his Spider-Man outfit swinging through the city during his morning patrol, looking for any signs of trouble. His thoughts then when to the Justice League and he was thankful he hadn't seen them around in New York. Ever since he had been introduced to the public as a new super hero Peter was thinking that he would see them around sooner or later and he was happy that he found no trace of them the times he went as Spider-Man as well as the fact that he wasn't being tracked by any one.

Spider-Man sighed as he clung to a sky scrapper and stood up on his feet, still clinging to the building as he crossed his arms and looked down at the busy street below in thought.

_October 15_

_Three years ago_

_Peter woke up, his head pounding as his eyes slowly came into focus and he checked his surroundings. He looked around to find himself on bus with other people around him sitting down, looking out the window or reading something. He looked around confusingly wondering how he got here and why he was here, last he checked he had gone out to the store for milk and as he looked outside he saw that that it was dark out and he checked his watch to find it was 8:15. He got off in Queens and went to the nearest store to grab some milk and headed home thinking he must have fallen asleep on the bus._

_As he walked home his head was still pounding and he couldn't figure out why it hurt so much. He soon walked the steps to his home and unlocked the door with his key and opened it up, closing it behind him as he moved to the kitchen and put the bottle of milk in the refrigerator. As he closed the fridge he heard a gasp and turned to see his aunt May who ran up to him and hugged him._

_"Peter I thought you weren't coming back," said aunt May as she hugged him tightly. _

_"I only went to the store for milk aunt May I told you I wouldn't be gone long," said Peter as he hugged his aunt._

_Peter then saw his uncle Ben come into the room and he didn't look to happy to see him._

_"Where have you been Peter?" His Uncle demanded rather than ask._

_"I told you I went to the store for some milk aunt May said we were out." Peter said_

_Uncle Ben looked at Peter his rage slowly turning into confusion as he heard Peter explain, "Peter that was over a month ago."_

_Peter looked at his uncle in confusion as his aunt slowly pulled away from the hug and said; "Its true Peter you've gone for over a month and we searched as much as we could but we couldn't find you."_

_"Okay I get the joke, you had me going there." Said Peter_

_"This is no joke Peter," said Uncle Ben as he walked over to Peter. "You went out to go get milk and up until tonight you never came back, what do you remember doing?"_

_"All I remember is walking outside and getting on a bus to-" but Peter stopped as he clutched his head._

_"Peter!" said Aunt May_

_Peter clutched his head as he started to remember; getting on the bus, making his way to Gotham then Washington and stalking them…_

_Peter saw himself in Gotham, watching Batman and Robin fight Two Face and then following them back to an entry way to the bat cave and then heading to Washington D.C as he watched the Justice League fight Black Atom and Sinestro. Then he infiltrated a building to go into a lab and watch a boy being taught in combat as well as them make plans to create a better clone of Superman._

_He heard them, he watched them for a while until he got what he wanted and he came back, putting himself in the same spot he was in before he blacked out._

_What he wanted to know was why._

_Three Weeks Later_

_Peter woke up to find himself on his desk with the lamp on which was odd considering he had fallen asleep on his bed and he found himself dressed in clothes he wasn't wearing when he went to sleep a few hours ago. He checked his clock to find it was 3 in the morning and he looked down at his desk to find pictures. He looked at the pictures to find that they were of the Justice League and from the looks of the background it was in New York. _

_Through the pictures he found that they were fighting an Amazo and he saw the pictures reflect from the beginning to the end. He noticed that the pictures had circles on them and on the back of those pictures had writing on it which detailed how to combat certain attacks and what to watch for in team attacks._

_Peter then glanced down to a black journal he had never seen before in his room and he picked it up and slimmed over a few pages. His eyes widened as he scanned over the pages of the journal until he closed it up and slammed it over the desk._

_Peter recognized his own hand writing from the journal and written down in the journal were notes detailing possible identities to the Justice League. Apparently he had stalked them long enough to start making connections and he hoped that he was wrong._

_He hoped…._

Present Time

Spider-Man jumped from the side of the building and started web swinging across the city moving from block to block. He could only recall ever having those 'black outs' about five more times in his life as well as finding out more information every time until they just stopped.

Curt had run a few tests and came to the conclusion that his suit might have been programmed to track the Justice League should the opportunity ever occur.

Spider-Man landed on the rooftop and looked down to the city below, his thoughts shifting towards his new duties.

'What's done is done as they say and right now I have my own present and future to think about,' he thought as he jumped down to the city below.

Later that night

'Freedom,' was his first thoughts as he jumped on the rooftop and saw the guards halt their attempts to go after him in the dark. He knew they wouldn't follow him deep into the city; they wouldn't risk being caught like that.

He then made his way deeper from the edge to the inside of the city and he found it surprisingly nice to look at. He then looked down below to see a woman enter a large building from what he depicted as a bank.

'Best place to start as any,' he thought as he made his way to the bank.

He then crawled in through an air vent on the roof and made his way to the security room. The guard was watching the cameras and taking a sip of his coffee as he silently crawled out of the vent and made his way to the ground. He slowly approached the guard and placed his hands on his head and with a 'crack' the guard was motionless.

He gave a soft chuckle as he turned off the security controls and locked the buildings exits, not wanting his fun to end early. He then walked out of the security room down a hallway to the main room and hidden from view at a corner he watched as people in line waited for their turn to get to the front desk.

'Now for some real fun,' he thought as he jumped into the air and landed in the middle of the bank. He heard people scream and some guards pulled out guns and shot at him but the bullets didn't even bother him as they hit his flesh. Some moved to the exits but they wouldn't budge and that's when the tendrils from his body came out and grab as many as he could.

He felt them struggle under his tendrils but soon they stopped as their energy was being taken away and those who he didn't grab he attacked them with his claws until there was only one woman left cowering in the corner. Her eyes were pleading as he grabbed her with his claws reeking with the stench of blood and he used another tendril to grab her as well and he drained her energy quickly.

The energy he got from the people felt good to him and the smell of blood gave him such a rush. He then dropped the lifeless people on the ground their bodies decayed to the point that he was sure their funerals would be closed casket. He looked around the room, blood on the floor and some walls and bodies everywhere he looked.

He let out a laugh at his carnage but then again he always tried to live up to his name.

'I love what I've done with the place and I hope he likes it to,' thought Carnage as he took another look at the bodies.

March 17

New York

Spider-Man landed on the rooftop and looked down at a rundown building in the edge of the city. Yesterday the news had been all about the massacre at a bank in Midtown and the sight of dead bodies as well as bodies that looked like they literally had the life sucked out of them drove Peter to know who was responsible.

That and there was a calling card left saying 'If there's no corpse the guys alive' written in blood on one of the walls. What had baffled authorities was that the money in the bank had not been touched nor had any attempts been made to break in to the safe.

Spider-Man then went on the roof to the building and saw a small hole which he jumped into and landed in on the ground while a few guards were in the room. They raised their guns to him but they webbed away by a black tendril and webbed up on the wall except one who was pulled to Spider-Man and grabbed by the front of the shirt.

"Where is Octavius," he said to the guard who looked at him with fear. The guard pointed to the next room and Spider-Man threw the guard to the wall and webbed him up with the others.

He made his way into the next room which was empty except for a man with brown hair wearing a brown trench coat on his body was typing away at a computer on a desk. What was peculiar about this was that out of the man's back from the straight jacket were four long tentacle machines that look like claws at the end. As Spider-Man stepped into the room the man stopped typing at the computer and turned to face him revealing his green spandex suit that showed his muscular physique as well as black boots and on his face were a pair of dark sunglasses despite the little light in the room.

"I didn't expect you to drop by anytime soon." Said Octavius

"Why did you release him to the outside world," said Spider-Man cutting to the chase.

"I don't know what you're talking about." Said Octavius

Octavius was soon webbed up and thrown into a corner of the room and as he got back up he saw his robotic arms being webbed to the ground and saw Spider-Man slam him into the wall. Spider-Man held him up to the wall by his shirt with one hand and glared at Octavius through his mask.

"Don't toy with me Octavius," said Spider-Man as he tightened the grip on his shirt. "I watch the news; now tell me why Carnage is out loose in the city when the last I saw of him he was falling into a furnace."

Octavius took a second before responding; "To answer your first question he survived being thrown into that furnace most likely because the heat wasn't that intense. He was put into a comma though and we kept him secured for when he woke up but to answer why he's lose I have to show you, so if you don't mind," he looked at Spider-Man's hand on his shirt.

Spider-Man let Octavius go and the doctor landed on his feet and he broke his robotic arms free from the webbings. He then led Spider-Man through a door which led through a hallway and then downstairs to a lab. In the lab people were cleaning up by a table that had broken straps and wires around it.

"You tried to use a table connected to sonic sounds to keep him here." Said Spider-Man

"Yes, but yesterday he woke up just as the wires were being unplugged to another sonic device," said Octavius as he looked at Spider-Man. "A foolish mistake on our part but you have to understand he was in that comma for over two years and we believed he would never wake up so we let our guards be dropped for a while."

"Apparently it was enough for him to get out and cause a massacre at the bank," said Spider-Man as he looked at the people cleaning up wires and machines. "He also left a little calling card for me which means he still has it out for me."

Spider-Man saw the smile Octavius had on his face and then added; "You do realize he might come back here for you."

"I know but it's no surprise of the creation trying to kill the creator," said Octavius as he looked the wreckage and then at Spider-Man. "Nor is it surprising for the clone to try to kill the original for his own purposes."

"He might be trying to do it because you gave him the mind of that lunatic Cletus Cassidy," said Spider-Man as he crossed his arms. "Then you tried to control him but ended up contacting Dr. Conner's lab because he tried to kill you."

"I probably wouldn't have created Carnage had S2 not been destroyed." Said Octavius

"You experimented with the DNA of not only Richard and Mary Parker but mine as well to make that clone," said Spider-Man his temper slightly rising. "Its destruction may have occurred with or without me looking around."

This in fact was a lie and Spider-Man knew it.

True six years ago Spider-Man had come across the hideout Octavius had because he had recognized him as one of the scientists that he had seen before he escaped. He had seen him at a science expo Curt had taken him to and he noticed him in the background wearing a trench coat. He also followed him out when he had left early and saw him head over to a rundown building and then had informed Curt of what he had seen.

_September 18_

_Six years ago_

_'These guards are horrible,' thought Peter as he snuck through the building hidden in the dark in his suit._

_He wasn't supposed to be here, Curt had told him it would be too dangerous to come here but Peter couldn't help but feel like he had to be here. He didn't trust Octavius despite the fact that he had been one of the kinder scientists towards him he still didn't trust him._

_He made his way through the building taking out guards by knocking them out and webbing them to the walls. Sometimes he didn't need to take out the guards as some were asleep or were too busy talking with other guards to notice him. Peter could tell these guards were hired street thugs and most were probably rookies when it came to the job they had been hired to do._

_As Peter moved he entered a large white room with machines all connected to a large tube in the center by large wires. In the tube Peter saw a small bed and wrapped up in a small white blanket was a…baby?_

_Peter slowly closed the door behind him and moved to the tube cautiously so as not to spring on any traps. He soon stood in front of the tube and saw baby floating in it and from what Peter could tell the baby was asleep. He then saw a clipboard on a stand by the side of the tube and picked it up to viewed the paper on it and read;_

_Subject; S2 (male)_

_Status; Health similar to that of yesterday (Check previous chart) otherwise perfectly healthy_

_Information; S2 is to be studied and taken care until training can be deemed acceptable. S2 is to be treated like a normal baby at the age of 1and watched for any abnormal tendencies. _

_Creation; S2 is created from the DNA of scientist Richard Parker (Deceased) and his wife Mary Parker (Deceased) as well as added with the same serum that gave the original subject S1(Deceased) his spider powers. His features are somewhat similar to that of S1 at infant size but his DNA proves to be similar to that of Richard Parker making him more or less the brother of S1._

_Peter looked at the paper a few times over and over again until he looked up at the baby in the tube._

_His brother, Peter couldn't believe that he had a brother as he looked at the sleeping baby and put his hand slowly and gently on the tube. The baby scrunched his face a little before it went back to being still and Peter smiled underneath his mask at the sight._

_He didn't know how long he had been just standing there staring but he knew right then and there that he couldn't leave the baby here. He wasn't about to let the same thing that happened to him happen to his brother, 'brother', the word alone seemed so foreign in Peter's vocabulary that it felt odd even thinking about it._

_Peter then took his hand away from the glass and looked towards the wires connecting the tube to the machines and went over to a computer in the back. Through the computer he found that the machines were what was keeping him asleep inducing a none harmful gas that made it easy for him to breath and sleep as well as provide nutrients. Peter then shut down the machines opened the tube and turned around as the tube soon started opening up but before he went to go collect his brother and escape he thought of something._

_'They might try to find him,' he thought as he looked at the sleeping form of the baby. 'They could take him away from me…unless'._

_Peter then went over to the machines and soon started moving about the wires as well as pulling some of them out of place. He saw a spark of electricity from one of the wires and set that over near the computer and with another wire he carefully opened it up and connected those circuits to the computer. He then went over to the computer and turned on the machines again as well as setting its power higher than the previous standings. He also took the paper from the clipboard with him as proof of his findings._

_Peter then went over and slowly picked up the baby and held it close to his chest and he opened the door and slowly walked out of the room. As Peter made his way down the hall and to the window, he opened it up and heard an explosion and quickly jumped out swinging on a web from the nearest building. _

_He found it a bit difficult to swing with one hand but he made due until he landed safely in an empty alley way in queens. He checked on the baby to find that it was still asleep in his arms and breathing softly even as he changed back from his suit to normal clothing and walked to his aunt and uncle's house, hoping that he could explain what had happened._

Present Time

"That's not what I'm here for anyway," said Spider-Man as he looked at the mess left by Carnage. "What I want to know is what you have planned to bring him back."

"The people of this building were lucky to survive his onslaught a second time," said Octavius as one of his robotic arms picked up a tattered piece of clothing on the ground. "I will not risk their safety by going after him, we were lucky to be able to escape the clutches of Osborn."

"Osborn's in jail and will be for a long time, I'm sure you watched that trial." Said Spider-Man

"I did but that still does not mean that I will take the chance of going after that monster." Said Octavius

"So you want me to go after him is that?" said Spider-Man

When Octavius didn't respond he replied "I'm going to stop Carnage regardless of whether or not you want me too, just don't expect him back when this is over."

"I don't really expect to see Carnage again." said Octavius. "I realize now how much of a mistake it was to create such a monster and now he's out there causing who knows what kind of havoc."

"I will stop him before he can get the chance take more innocent lives," said Spider-Man as he started walking out of the room but not before looking back at Octavius. "Just be happy that I'm not trying to turn you into the authorities for creating that monster but that's only because I still take pity on those who went off the grid like you to avoid Osborn."

With that being said Spider-Man left the room and jumped back up the hole into the city where he would begin his search for Carnage.

March 18

New York

Spider-Man landed on the top of a building, looking around in the night sky as a few clouds moved over the moon.

'I've been searching all day and still no sign of that spaghetti monster.' He thought

He then jumped from the building and swung a few blocks before landing on the side of a building and looked down at the empty streets. He looked over at an alley way to see something hidden in the shadows run away.

'Bingo,' thought Spider-Man as he used a web to pull himself into the alley. He landed on the ground and saw the figure jump from the alley onto a building and Spider-Man gave chase. As he followed the mysterious person until he turned a corner and saw that the person was gone and Spider-Man looked around to find that no one was there.

He felt his spider sense go off and he jumped up to avoid the tendril that slammed into the ground and Spider-Man webbed person in the feet as he landed on the ground. In the light of the moon he saw the red suit, the sharp teeth and animalistic white eyes and the murderous look in them.

"I was beginning to think you were avoiding me Carnage." Said Spider-Man

"That's no fun, avoiding pleasure and I want the pleasure of killing you," said Carnage as he gave a smile showing his sharp teeth.

"Sorry but you're going to have to save that for your dreams," said Spider-Man as he shot a web at Carnage before jumping over him and pulling Carnage to the ground in front of him. Carnage grabbed on to the webs and pulled Spider-Man to him and made a blade out of his arm and aimed it at his chest but before he could strike Spider-Man flipped in the air and jumping on Carnage's head landed across from him on the building.

Carnage turned around and let out a monster like roar before charging at Spider-Man who stood his ground before leaping out of the way of the axe Carnage made in his hand. Carnage then put his hand in the ground, Spider-Man felt his spider sense go off and he jumped to his left to avoid the spikes that came from the ground. He ran to Carnage who struggled to get his hand from the ground but it came loose when Spider-Man kicked him in the jaw and punched him in the face before Carnage blocked the kick to his chest. He clawed Spider-Man in the stomach and kicked him at his side and was about to use his claws on him again until Spider-Man punched him in the chest and kicked him in the side of the head which made him fall to the ground and he rolled to a crouching position.

The cut wounds on Spider-Man's stomach healed and his suit patched itself up as Spider-Man got into a stance when Carnage got on his feet.

Carnage let out a dark chuckle as he looked at Spider-Man and stopped to say "I missed being able to cut you like I did before. I have to say I enjoy fighting you original and I'll enjoy killing you all the same."

"The only think you'll enjoy is a permanent stasis chamber where you can stay in your own head for as long as you like." Said Spider-Man

"That's no fun keeping me locked up from all those delicious energy wielding people." Said Carnage

"I don't think anyone else would argue about the monster being locked away." Said Spider-Man

"But they don't even know me enough to want me locked away," said Carnage as he let out a laugh and stopped to say; "Besides, I want to fight more than just you in this city."

"More than me, you don't mean-"

"Yes, I mean them; I know what your mission involving them was and you failed. I want to prove that a clone can do a job better than the original."

Carnage then shot out a tendril at Spider-Man who ducked and fired of a shot of webs at Carnage but the monster laughed, moved out of the way of the webs before jumping off the roof. Spider-Man moved to the edge of the roof and landed on the side to see that Carnage was gone. He looked around, scanning the area but found not a trace of him and even looked around for bit but found nothing.

'He got away,' Spider-Man thought as he soon started web swinging. 'I had him right there… and he got away from me just like that.'

He soon found himself web swinging home.

March 25

The images of lifeless corpses had drawn up the sums for an investigation in New York to stop who ever could be responsible. Once again the crime didn't fit the M.O. of anyone they knew, so the assumption of it being a new threat was quickly brought into discussion. Gathering what little Intel they could on the subject Young Justice had found that the victims had been at random, reports of attacks happening at a bank, mall, museum and even a gas station. The victims were either torn to shreds or turned into lifeless corpses a choice no one should have to make if given the decision on how to leave this world.

Batman had instructed them to be cautious on their mission to find what they assumed to be a creature; the claw marks lead to the idea that whoever was doing this wasn't human. The messages on the walls left during the attacks had led to the belief the belief that someone was taunting someone.

Messages like 'Can you Find Me?' or 'Waiting for you' appeared in most areas around the attacks. The thoughts on whom the creature was taunting had been numbered down to one seeing as thought there was only one new hero know in New York, which was why Batman had told them, before they go off looking for the creature they were to find out what Spider-Man knew about the creature first.

March 29

New York

To Mary Jane even a lunch break with Peter was worth all her time in the world. She was surprised when Peter had called and asked her if she wanted to spend her lunch break with him, to which she immediately agreed to.

They had met up by a café a block away from the modeling agency where Mary Jane had worked. They were seated at a table by the window and were sipping some coffee and eating some bagels while having a small conversation.

"So Jameson yelled at you for over five minutes this time." Said Mary Jane

"Yeah he kept going on about how bad the photos where, but I felt like I won an award; he only yelled for five minutes." Said Peter

They both shared a laugh and continued to talk; both enjoying each other's company.

This was something that Peter felt he really needed; some time with his girlfriend Mary Jane. After a countless hours of searching for Carnage but instead finding victims left in his path along with messages the he assumed Carnage had left just to taunt him.

He decided to take a short break and spend some time with Mary Jane because between the Bugle and crime fighting Peter had to find time for others. He didn't want to neglect his family, ever.

"So how are things with modeling?" asked Peter

"Pretty good," said Mary Jane as she took a small sip of her coffee. "We took a few photos for spring wear this morning and a few more shots with a couple of different outfits are still needed before we finish."

"That's great." Said Peter

"Yeah, I guess it is." Said Mary Jane

Peter saw her smile falter and took his her hand on the table in his. "I know you worry about me MJ, but I promise you that I will stay as safe as I can out there. I will come back from the 'field' every chance I get."

"I know Peter but sometimes I worry especially with that thing out there," said Mary Jane with a look of disgust as she mentioned Carnage.

Peter was about to answer when the radio by the cashier that had been playing classical music suddenly stopped and a man's voice spoke over the radio. "We interrupt you current broadcasting station with breaking news from Midtown New York. A creature police are describing to be somewhat of a giant rhinoceros but bigger is ramming through buildings across the streets..."

Peter looked at Mary Jane and before he could open his mouth she said, "I know you have to go and take pictures, just come back in one piece."

Peter flashed a smile before laying down a few bills on the table. "You know I will."

He kissed her on the cheek and walked out of the café and went the nearest alley way. After seeing that no one else was in it, his suit then materialized over him and he soon became Spider-Man and swung off to Midtown.

The wreckage and debris lead him in the right direction, as cars were seen all over the place and holes could be found in buildings.

'It's like a tornado hit this place,' thought Spider-Man as he saw a huge hole in the center of a building. 'I'm just going to _love_ the fight I get with this guy.'

He saw a few cops rounding up looters on the street and saw a trail of footprints on the road.

'They look like Rhino's footprints if he was on any steroids.' He thought.

The footprints stopped at a large hole in the middle of the street, looking as if it nearly it the level of the sewers. Spider-Man landed on the side of a building and saw that beyond the hole a few yards away were more footprints.

He swung further towards the footprints as cars were flying down the street in random directions.

'Someone's angry,' thought Spider-Man as he came closer down the street and heard the sounds of sirens.

Spider-Man saw a cop car driving away quickly past him and saw a dumpster hit a few inches from where the cop car was at before. Landing on the ground Spider-Man saw an explosion and through the explosion came a sudden sense of déjà vu.

It was a robotic rhino; it was bigger than the actual Rhino by at least 2 feet and had a blue coating to its metal as well as red eyes, a somewhat human looking face baring large white teeth and a larger horn on its head. Its feet looked more like a rhinoceros, with blue feet and large white toes; it had large hands with white claw like fingers, it was built somewhat like Rhino but obviously it was a machine.

"I don't know if you heard about this pal," said Spider-Man as the robot Rhino looked down at him. "But there's already a guy calling himself the Rhino so you have to pick a different costume as well as a different a name or you could get sued."

The robot Rhino stared at him for a few seconds before its red eyes flashed white. "TARGET FOUND; COMMENCING CAPTURE."

"Wait what are you- WOW," Spider-Man jumped back as the robot Rhino moved with surprising speed and tried to grab him with his arms.

Spider-Man landed on the ground crouched as he looked up at the robot. "Don't know about you but I believe in something called 'personal space'."

The robot lunged for him again but Spider-Man jumped over him and moved to the left as the robot tried to grab him with its right hand. Landing on the ground Spider-Man web pulled him towards the building as the robot rushed up and reached for him again, and as he stood on the side of the building he flipped up just as the robot tried to grab him. The robots arm going through the building.

'How did I know to do that?' thought Spider-Man as he had dodged the robot without even triggering his spider sense.

The robot Rhino looked up at Spider-Man and his eyes flashed white once again. "TARGET PERSISTENT, COMMENCING COMBAT," the robot said as it pulled its hand out of the building and took a slight step back as it rammed into the building.

Spider-Man felt the building shake and jumped off, landing behind the robot as it turned around and ran at Spider-Man charging at him with its horn. Spider-Man jumped over him as the robot stopped before it could hit the building and Spider-Man shot a large web at the robots back.

When the web hit the robot it shook a little almost like it cringed before turning around to face Spider-Man. The robot ran at Spider-Man who jumped up and webbed the robots head before using it to pull him behind the robot and when Spider-Man landed on the ground he jumped and landed a solid kick at the robots back at the same spot as to where he webbed him at.

Landing on the ground he saw the robot shake for a few seconds before turning around to face Spider-Man, who was wondering how he knew to hit the robot in the back.

Robot Rhino let out a loud animalistic roar before charging at Spider-Man who managed to jump up and web pulled himself out of the reach of the robot that had stopped mid charge and tried to grab him.

'It's like I've fought this guy before,' thought Spider-Man as the robot turned to look at him.

"ELIMINATING CAPTURE ORDER; DESTROY TARGET." The robot Rhino said while charging at Spider-Man with its horn aimed at his chest.

Spider-Man waited for the robot to get closer before jumping over it and landing on its back and while the robot stopped, Spider-Man hit its back multiple times. The robot Rhino tried to grab Spider-Man from behind it but it couldn't reach him. Spider-Man jumped off the robot just as static started to come from its head and it began to hit itself in the chest repeatedly before falling to the ground.

"So much for machine over man, the human Rhino is more of a challenge than you." Spider-Man said walking over to the robot.

Spider-Man saw the robots eyes were black signaling that it had switched off and he saw something on its foot.

In somewhat small letters on the robots left foot where 'TRASK INDUSTRIES'.

'No way," thought Spider-Man as he read it again a few more times. 'I never thought I would ever see that name on anything else again much less a giant robotic Rhinoceros.'

Beep.

Spider-Man looked up and saw that the robots eyes were now blinking red. His spider sense went off and he web pulled to a nearby building just as the robot disappeared in a white light.

'Automatic boom tube in case the robot was defeated,' Spider-Man thought while clinging to the side of the building. 'That robot was targeting me, tried to capture me and whoever controlled it obviously knew I would defeat it and made it a Trojan horse.'

Spider-Man jumped off the side of the building and started web swinging away from the scene. In his mind he knew there was only one place that the robot could have come from and it was odd seeing as though that the same person who could have made the robot died a few years ago.

"_Why exactly are we running these nimble codes into V3?" the assistant couldn't help but as Doctor Octavius._

"_It's simple really," said Octavius while he punched in the last set of numbers into a computer. "V3 needs to be programed to listen to S1 when he wears it and not devour his body like…the last one."_

_The assistant only shuddered at the memory. They brought in the psycho Cletus Cassidy a death row inmate who had 'died' just a week ago. With a few strings pulled Osborn had made him a test subject for V3._

_It had gone well for a few minutes until the suit started to reject Cassidy, even going as far as to eat most of his flesh when Cassidy struggled to stay bonded with V3. Even though he was a murderous psychopath seeing him lying in the medical ward, barely breathing and looking like an unrecognizable corpse of his formal self was a fate no one would wish upon anyone._

"_If that's the case," the assistant said looking at the computer screen and then to the tube V3 was connected to. "Why are we sending in more codes than necessary, V3 barely responds to theses codes as it is, what makes you think it will work now?"_

_Octavius turned to look at his assistant directly in the eyes. "I have no guarantee these codes will work on VS to make it more suitable for S1 but the rest of the codes I have implanted in V3 were added as a last minute request from Osborn to make sure that S1's mission is to be his main focus in the future."_

"_I hope you know what you're doing doctor."_

"_If not, then you'll do a good job of carrying on with my work. Now alert the rest of the staff; it's time to commence with the bond."_

There you go, part 1 of… I have no idea how long this will be but my goal is to make it longer than the first one. I'll have more thought into this on the second part.

Don't forget to R & R and have a nice day.

.


	2. Chapter 2

Web of The Spider

Disclaimer: I don't own anything related to Marvel, DC or any other franchise.

Two in one day, I'm on a roll. This has been a bit overdue and I apologize. I found a way to actually move forward with this story and make it longer than the first one.

There might even be a prequel.

Part 2: The Plan Evolves

New York

March 29

"_His progress has greatly improved since we bonded him with V3. He's getting stronger and we're increasing his intelligence in more ways than one."_

"_I understand you're pleased with the new results S1 has been showing but I doubt he will be enough to accomplish any of our goals in the end."_

"_You still believe that your little sentinel project is the answer Trask?" _

"_Of course it is Osborn; the sentinel program can lead to the downfall of the Justice League and ensure us control of the population in less than a week." Said Trask_

"_Your sentinel prototypes have proven to be of no match to S1 during training," said Norman as he folded his hands together. "Furthermore my scientists have told me what you wish to download into the sentinel database to ensure that they know there targets."_

"_Programing them to destroy every abnormal DNA they find will rid of alien and meta-gene carrying humans on the planet. If we take out those who carry this 'meta-gene' then we can safely wipe out future heroes before they become a threat, cleansing the human race from this freak show nut jobs call 'heroes'. It's also about time we take out Cadmus so as to avoid any further alien contact on the planet." Trask explained._

"_I see where you're going at but you forgot one thing," said Norman a little irritated at having this conversation again. "There are still humans out there, who gain there powers in time by some freak accident or those who gain it by some otherworldly device such as the lanterns ring, making them the ones who don't carry a 'meta-gene'. Even so, humans can learn other traits that would make them a worthy adversary. You don't need powers to be a threat."_

"_I see your point but I believe that the sentinels will prove to be of better use than S1." Trask said with a defiant look in his eye._

"_Once again I will remind you that your sentinel program must be approved by the others in our inner circle. I will also remind you that if you're so called 'downfall' to the Justice League can't even lay a scratch on S1, then there not worth much investing."_

Spider-Man landed on a rooftop and looked up at the tall tower above.

'Even after all these years they still haven't taken down that tower,' he thought as he webbed over to the building.

Trask industries had once been a broad and financial company that specialized in advanced technology. After the death of the company owner it all fell apart, the company closed down but the tower remained, the city having no idea what to do with it. The simple idea being to leave it as a symbol of the work Trask had done in his prime.

Spider-Man had crawled up to the side of the building all the way to the roof of the tower that had been mostly for helicopter transportation, judging by the H circled in red by on a platform by the edge.

'Let's see; if I was going into a building then I would probably try the door,' thought Spider-Man as he went over one of the many doors on the roof and tried the handle only to have the door collapse as soon as he touched it. 'This building sure has seen better days.'

Walking into the building Spider-Man was meet with near darkness, light only coming from the outside windows. Spider-Man walked somewhat cautiously through the small room; despite it being empty he was still on guard.

He took the door on the far end and found the stairs leading down, and proceeded to walk all the way down the stairs to the bottom. He didn't want to see if the stairs would collapse if he ran.

After three minutes he managed to make to what he assumed to be the main center of the building, filled with offices and windows on the front and back. Each window gave light to the room and showed a view of the city and of the ocean in the back.

Looking around, Spider-Man saw dust all around the office and made his way to the next set of stairs. He wandered around the halls for a good few minutes until he reached a giant white door that was surprisingly locked when he tried the handle.

'Bingo,' he thought as he stepped back and web the door. After a grabbing the webs he pulled on them and soon the door was flying off its hinges. 'Now lets see what's behind door number 3.'

There was nothing in the room.

It was empty, save for dust. The room looked like it hadn't been touched in years, like the rest of the building.

'Osborn knows how to cover his tracks,' Spider-Man thought as he looked at the empty room. 'He must have cleared it out after what he did to Trask.'

With a sigh, Spider-Man made his way out of the building, right back to the roof. He looked out over the city near the edge. The fight with the robotic Rhino played in his head, the way the robot felt so familiar was almost haunting in a way. It reminded him of those sentinels; the robots that he had to fight during training, making scrap of them had been easy.

It had taken him a whole month to overcome the rage the suit had brought and the sentinels had been a good way to take out that frustration.

Peter shook his head. This was no time to be dwelling on the past; he had bigger problems in then future to deal with. With that he leaped; he felt the familiar rush of the air as he fell down the building and then web pulled himself towards another building.

He was soon web swinging throughout the city. He would have to put the search for the robot on hold until he had more leads to go on. But he knew one thing though; the robot and whoever was controlling it had some sort of connection to Trask. They had to in order to find the robot and program it to go after him.

But who would want to go after him?

Thinking about that now, it was a stupid question.

He stopped at the top of a skyscraper and looked down at the moving cars below.

Plenty of people would want to come after him; he just didn't know who it would be at this point. Spider-Man chuckled as he realized just how much things had changed; a year ago he was worried about staying hidden and now he was thinking about who would want to go after him while he was trying to fight crime.

Jumping off the building and web swinging, he couldn't help but nearly laugh at how much he was surprisingly enjoying being out in the open.

'I swear life just gets stranger and stranger everyday,' thought Spider-Man as he landed on the roof of an apartment building. 'I go from trying to fight a spaghetti monster, to fighting a robotic Rhino.'

He swung around another block before deciding that it would be best to head back to his apartment, rethink a few things over and find out where that robot had gone, assuming that the robot could still be found of course.

DDDDDDIIIINNNNNGGGGGG!

The alarm stopped him from jumping off the building he was on the side of. He looked over his shoulder to hear the noise was coming from a bank across the street. Maybe the person at the bank could be…

Spider-Man jumped off the building and swung towards the bank, landing on the roof of it just as he saw four masked men with guns run out towards a truck, each carrying a sack full of money.

'For once I was hoping that the crime would be committed by something non-human,' he thought as he landed on top of the truck before the others could get in. 'As Batman would say; 'Crime never rests', or something dark like that.'

He pulled the gun away from one thug, and webbed the other to the ground before he could raise his gun. His spider sense went off and he jumped into the air to avoid the shots fired at him. With a back flipped he fired off web shots at the barrels of the guns and stopped them from shooting. He then landed back on the truck and folded his arms as he stared at the remaining three thugs who backed away slowly, the fourth struggling under his web restraints.

"I don't know what's more dumber," Spider- Man said as he jumped of the truck and flipped over them landing on his feet as the thugs turned around to face him. "Trying to rob a bank with no real plan or trying to rob a bank in my neighborhood. Both equally stupid mind you."

One of the thugs went to throw a punch at Spider-Man but just as he thought his fist would connect he found himself on the ground, his arm bent and a pile of webs pinning him to the ground.

"On second thought; that was the dumbest thing ever," said Spider-Man.

He saw one of the thugs trying to run but with a quick movement of his wrist he pulled the guy towards him with his webs and when he was near, Spider-Man struck him in the head, knocking him out cold. He then turned his attention to the other thug and simply stuck out his hand. The thug handed Spider-Man the gun and he broke it in two by adding a little pressure to it with his hand. The thug then dropped the sack of money and put his hands up and Spider-Man webbed him to the ground just as he heard police sirens.

'This job does have its easy moments,' he thought as he jumped and web swung away from the bank. He swung until he landed a few blocks away from his apartment and once again he thought of who would want to come after him.

'Let's see, there are four likely candidates for this. One is dead, killed by the one who's in jail right now. That leaves the other two but I'm sure not even they would have been able to use Trask's technology, he didn't show that to anyone really. The only ones who could know about it would probably be dead or have gone into major hiding.'

He thought this through a little bit longer, trying to figure out just what exactly he was missing.

'I get the feeling like I'm missing something, a factor I'm leaving out. I'll have to do some digging later on to figure this out but I will figure it out.'

He then swung back to his apartment, deciding he would have to do some research on his computer for it.

"_This is an outrage."_

"_I understand your anger, it's not misjudged, and the question is; what are we to do about it?"_

"_It's pretty obvious what we have to do," Jason said as he glared at the table they were all sitting around. "He betrayed us, tried to copy what we have done, so there for he has to die for it."_

"_You insist we kill him?" _

"_Yes."_

"_He does bring up a good point Osborn, if he was to die, then we wouldn't have to worry about anyone revealing our secrets." _

"_I know that. He has to remain silent and with him out of our grasp he could potentially ruin everything we've strived for. So I have decided to make sure that he ends up taking the fall for everything he has put us through. It won't be the first time we've had to do something like this and I doubt it will be the last."_

_Osborn took a slight pause as he leaned back into his chair. "Get Beetle to go in on the inside. I have a feeling that little sample Trask took will be his own undoing."_

March 30

Belle Reve Penitentiary

"Shouldn't this be a job for the Justice League?"

"Believe me man I wish they would take care of this. But you know those super hero types; they put the bad guys in jail and stop them when they break out."

"I heard that."

The two men were talking to each other while a prisoner exchange was going on. Two cages, where being lifted onto a large plane.

"What does Star Labs want with these two anyway?"

"Probably for some experiments, you know how eggheads are. They see something different they treat it like a new toy." This made the other guard laugh while he looked over a few papers.

"The paper works in order, so I guess it's a go," the prison guard said while he handed it back to the driver.

"Thanks man, hopefully the flight won't be that long," the driver said.

"I feel your pain man. Have a save flight," the guard said.

"Thanks," said the driver.

The driver walks off to the plane and gets. A few minutes later they are above the ground, overlooking the ocean and the driver puts the plane on auto pilot. He takes of the red hat he's been wearing and stretches his arms, feeling constricted while wearing the brown overalls. He walks to the holding bay where the two cages are there, each large in diameter but instead of bars there is a laser grid keeping the occupants in place.

"Wake up, it's time to go to work," the driver says as the occupants turn their attention to him. He calmly runs a hand through his hair and takes off the wig which had made his hair brown back to its natural black. He unzips his overalls and puts a hand on his face before pulling it back, taking off a mask as he did. His face changes shape, going from thin to a more rugged look, a mustache even appearing on his face whereas before there was nothing. His eye color even changes from green to black, giving off a predator glare. From his chest he removes a small patch and his body got bigger, he appears a few inches taller than before, standing at a little over 6'0 and even through his overalls you could see the muscle he had.

"Whoa I had no idea you were still around," the occupant of the first cage said as he stood up.

"You forgot someone," said the guy in other cage.

"I know," the 'driver' said in a different accent than the one he had before. "But Scorpion is not my concern for this matter. I wanted to know how you both would feel about making a little money."

"Does this little job involve Osborn?"

"No, he is still locked up but my employer has requested your services in a simple matter; your both familiar with Spider-Man are you not?"

The occupants in the cage had two separate reactions. One chose to spat on the ground while the other growled loudly.

This caused the 'driver' to smile. "Excellent, our job involves capturing him."

"No surprise there, you were always one for the 'hunt'," sneered one from the cage.

"This Spider-Man does sound like one to put up a challenge, which is why I agreed to take the job in the first place."

Electro folded his arms from inside the cage. "So when are we going to get out of these circus cages?"

Rhino nodded his head.

"As soon as we land at our base, I'll let you out, but for now you'll just have to make due," Kraven said as he felt a tinge of excitement at the thought of hunting Spider-Man.

'Quiet, almost too quiet,' thought Spider-Man as he looked over the streets on the side of a building. A few hours ago he had stopped another attempted robbery and had given pictures to Jameson who had surprisingly ranted for only five minutes this time. He then spent the next few hours searching for Carnage but the symbiote was still nowhere to be seen and crime wasn't being that active today; which is a good thing in Spider-Man's book. But at the same time he couldn't help but feel that something was going to happen today that would seriously affect his mood.

Deciding to go and face whatever fate had in store for him today, Spider-Man jumped off the building and started web swinging for a few blocks. He looked around, searching for anything that could even give a clue as to where Carnage would be that could lead him to him and ultimately put an end to- he suddenly had the feeling that he was being watched. Normally he would just think of himself as being paranoid but if anything in his life he had learned, it was to always trust your instincts.

He soon swung over to a skyscraper and swung by it, making it look like he had swung past it when instead he had landed on the side. He clung to the building and after a few seconds he saw nothing. He waited a little bit longer and when no one showed up he looked around him, thinking the stalker had moved somewhere else. No one was there and that only confused Spider-Man. With one final look he then decided to start webbing away deciding that the incident was just his mind playing tricks on him. As he pulled his arm out to web over to the next skyscraper his spider sense went off and he looked around, lowering his arm until he looked back up at the spot where he was going to make a web.

For a while he stared at the empty space until he shot a web and it hit something invisible in the air. Then a few feet in front of him a ship materialized, the web having hit one of its wings.

Spider-Man had only seen this ship once in one his drawings; the Bioship. It was used only the juniors in the Justice League and he sighed as he realized that it meant they were here as well. Probably here to talk with him about…this is going to suck, where the words his brain could only sum up this chat, might as well get it over with though.

He climbed up the building and stood on the roof just as the ship landed on the roof. Luckily it was large enough to hold them all up here or there would be some problems. As the ship landed, the hatch opened up and out from came all the members of Young Justice, who looked up Spider-Man as they walked out. Some smiled at him while others frowned and a few looked indifferent.

"Hey Spider-Man," Kid Flash said as he waved at the wall crawler. "Hope you had a good holiday."

"Thanks I did," Spider-Man said with uncertainty. "I take it this isn't about me fighting crime out of the blue."

"You totally lied about staying hidden though," said Robin.

"I said I wasn't going to join the League, I didn't say anything about fighting crime," said Spider-Man as he folded his arms. "That was over two months ago anyway, so you're not here for that."

"Very deceptive," Batboy said as he mockingly clapped his hands. "We're here for something else actually."

"This is about the lifeless bodies isn't it?"

His question was met with a few surprised facial expressions and raised eyebrow from Superboy.

"I don't what you think I can tell you," said Spider-Man as he looked at each and every one of them. "But I don't really know anything about what's been going on."

Normally he wouldn't lie about something like this but he knew he had to get them out of here. If Carnage did intend to go after the Justice League than what's to stop him if he decided to go after their sidekicks first, the maniac would enjoy giving them a reason to come after him.

Even at the cost of young, innocent lives.

"We would be likely to believe you but we don't," Artemis stated bluntly.

"Whoever is responsible for doing these attacks has left calling cards," Aqualad said as he looked at Spider-Man in the white eye marks. "Evidence suggests that you know something about this."

"Look, I have my own ways of searching for…whoever is responsible," Spider-Man almost slipped up there. "So if you don't mind I have my own 'investigation' to-" he unfolded his arms and looked to his right as his spider sense activated.

'Oh no,' he thought as he looked back to Young Justice who looked at him in confusion. "Get into the ship and get out of here," he said as his spider sense kept flaring.

"What are talking about?" asked Superboy.

"Just get out of here-"

He landed on the building a smile on his face but it was hard to tell. The first thing he did was take in who he was fighting; Spider-Man and the kiddies of the Justice League.

"I didn't think following you today would lead me to something for once," Carnage said to Spider-Man as an axe formed in his left hand. "Your services are no longer required." He swung the axe at Spider-Man who did a backflip to avoid it. Spider-Man then fired a web ball at Carnage's axe hand and Carnage merely laughed before morphing his hand into spikes and destroying the webs.

"What the heck is that thing," Artemis said as she drew an arrow.

"I'm ashamed dear spider," Carnage said as he placed a hand on his chest in mock hurt. "I thought you would have told them about me."

"Get out of here," Spider-Man repeated to Young Justice, his eyes never leaving Carnage.

Tendrils shot out of Carnage's body as he his fingers grew doubled in size to that of claws.

"You know I can't let them escape," Carnage said as he raised his hand into the air.

"JUMP!" shouted Spider-Man as his spider sense went off.

Carnage planted his hand into the ground and red tendril appendages sprouted up from the roof and started destroying everything in their path. Young Justice was floated up thanks to Miss Martian's powers and the Bioship hovered over the ground. With a jump Spider-Man web pulled over to Carnage, dodging the swinging appendages, and kicked him in the face making him back up near the edge of the building. With a running start Spider-Man grabbed Carnage and made them both plummet off the building towards the ground.

Even though they were both falling to the ground, they still continued to fight. Spider-Man punched Carnage in the stomach but the symbiote retaliated with a kick to his sides. Just as they were nearing the ground they both webbed away from the ground onto the side of the building and they pulled themselves back up into the air. Carnage tried to get onto the sides to climb back up but Spider-Man grabbed him by the arm and kicked him into the building where Carnage left a dent as he hit it on his back.

Spider-Man then pulled Carnage out of the building but ducked just as the symbiote tried to take of his head with a blade. Carnage swung the blade again and Spider-Man grabbed his wrist and plunged the blade into the creatures head and swung them both to the roof of the nearest building. He let Carnage fall down onto the roof with a thud while he webbed the down onto the roof.

Just as he landed Young Justice showed up onto the roof, looking at Carnage who laid there motionless.

"You know that thing is," Batboy said accusing Spider-Man. "That thing recognized you."

"Yeah I know what it is," Spider-Man but he still looked at Carnage and got into a stance. "But it's not over, not by a long shot."

Carnage sprang up from the ground and landed on his feet the blade coming out from his head as it morphed back into his 'normal' hand. The wound on his head where the blade hand penetrated was already healing itself until it looked like he hadn't been struck at all.

"You'll have to do better than that," Carnage said as he glared at Spider-Man.

"It survived a blow to the head," Kid Flash said in astonishment.

"I've survived a lot worse than that," Carnage said as he chuckled as past memories came into his head. "But the difference here is that I'm stronger than last time original. The energy I've drained my victims have made me stronger."

"You're the monster that killed all those people," Robin said as he glared at Carnage from behind his mask.

"Why yes little birdie it was me," Carnage said with pride in his voice. "I hope you saw my work, I tried to make it look as gruesome as possible for the sake of publicity." Then he looked at Spider-Man and he laughed slightly. "I also had to taunt you original, don't forget you're on my hit list as well."

"I understand why I'm on it," Spider-Man said as he glared at Carnage, which you couldn't tell from his mask. "You can try to kill me as much as you want. Just leave them out of it."

Carnage let out a bone chilling laugh as he looked at Spider-Man. "Always the one for other's safety. It's not so different original, when the one's I'm after can fight back."

"You have a problem with us freak," said Superboy.

"Not you per say," Carnage said as he turned his attention to Young Justice. "Your elders are the ones I'm really after. You, fresh_ meat_ on the other hand; are just a way to lure them out here. Your deaths will have them here in a heartbeat."

Carnage turned his left hand into an axe and leaped up, using his tendrils to quickly grab Superboy and throw off the building while about to strike Artemis. Before he could bring down the axe a web came over to his weapon hand and pulled him away. He landed a few feet away from Spider-Man.

"Don't think for one second I'm going to let you hurt these kids," Spider-Man growled. "They have nothing to do with your little scheme."

"Oh but they have everything to do with it," Carnage said as he stood up and turned his other hand into a sword. "Their blood will make the Justice League come looking for revenge and I won't have to go through the major trouble of trying to find them. When I kill them, oh let me tell you original, it'll prove that I'm better than you."

As Carnage looked like he was about to strike, from up in the sky giving off an angry yell Superboy came down and landed on Carnage, bringing down both of his fists on the symbiote. Carnage fell to the ground, making a dent on the roof as he did and as Superboy started pounding his fists repeatedly into him a tendril was raised. The tendril slapped Superboy away from Carnage, giving him time to get up and growl as he stood up and more tendrils came from his body.

"Let's see how much innocence you kids posses," Carnage snarled.

Smoke bombs were thrown at Carnage's direction and all he could see was a thick cloud of smoke. He did feel the sting of electricity and the tip of an arrow hitting his chest before it exploded and he felt as if he couldn't move.

Spider-Man watched as in sync the Young Justice team effectively stopped Carnage. It was a task that wasn't easy in itself but he had no doubts of the kids from the start. For now though he had to finish off Carnage. As he turned towards the symbiote he felt the wind change and in front of him stood Kid Flash.

"I think we need to have a talk about this spaghetti monster if you don't mind," the speedster calmly said."

"What's there to talk about? He's the creature responsible for the bodies piling up around here," said Spider-Man.

"How about the fact that you know what this thing is," said Robin.

"Or the fact that you lied about it," said Aqualad.

Spider-Man could tell that he had a bit of explaining to do if he wanted them off his back about the whole situation. He decided to tell them what was necessary and avoid anything that he didn't want them to know.

"The creatures name; is Carnage," Spider-Man began stating the basics. "He's like those symbiote things you saw in DC a few months ago but unlike the others, he's stronger than them."

"We can't forget about the most important part," Carnage said as he lay there helpless in mid air. "Original_._"

"Why does he keep calling you that?" asked Artemis.

"One of the reasons Carnage is more special than the other suits, is because he's technically a clone," Spider-Man said as he took in a breath. "He's my clone."

"That thing is you're clone," Batboy said in disbelief as he looked at Carnage and then at Spider-Man. "There must have some sort of third party involved in his genetics."

"Nope," Carnage said with too much delight for Spider-Man's liking. "I am one-hundred percent his clone. No other party was involved in making it happen, except for the mind of course that came from someone else."

"True. The reason why he doesn't exactly think or act like me is because he has someone else's brain in his body," Spider-Man explained to them. "It wasn't the sanest of brains, give it that."

Carnage then started snickering and everyone looked at him.

"Mind sharing what you find that's so funny?" asked Kid Flash.

"Oh it's simple," Carnage said as he stopped his snickering. "You all actually believed that you could hold me with something like this."

Carnage's tendrils came out of his body and one of them came straight towards Miss Martian and started choking her by the neck. This made her lose her concentration and Carnage landed on the ground on his own two feet. Aqualad cut off the tendril on Miss Martian with his sword and as she was regaining her breath Carnage laughed.

"Now then, let's get back to the main even," he chuckled as he turned his hand into an axe.

Spider-Man got into a stance and stared down his clone only for his spider sense to go off. He looked up in the air as a gray chopper loomed above the building. The chopper door opened up and in came down to figures that landed on the other side of them. Leaving them trapped in the middle between them and Carnage.

Spider-Man recognized one of them. He was a tall man wearing a black undershirt that showed off the muscles in his arms. He wore gray trousers and combat boots and black fingerless gloves. On his face was black and white like mask on his face, except for his lips.

Spider-Man had only seen Bane once in the news when Batman and Robin had defeated him in Gotham. The other man however; was wearing an orange vest that had brown lions fur on it including green lion like eyes. He had on black trousers and light gray combat boots and black fingerless gloves with zebra colored wrist bands. He had black hair and a hairy black mustache.

His black eyes looked at Spider-Man in a way that reminded Spider-Man of a hunter predator looking at its next catch.

"It seems we have come in the nick of time my friend," the hunter said to Bane, his accent that of Russian.

"Your right Kraven," Bane said while cracking his knuckles. "There appear to be two products of interest now."

"Then this hunt is a two for one deal," Kraven said his twinkled with delight. "It should make our boss very happy."

"What exactly do you two plan on doing?" asked Spider-Man.

Kraven smirked as he got into a predator like stance. "Don't worry about that _prey_. Just focus on making this a good hunt for the hunter."

"_What you're asking me to make is somewhat inhuman."_

"_You think anything we've had to do up to this point have been 'human' so far. Do you think that what those heroes are doing on the outside world have been 'human'._

"_At least they have other means to accomplish their goals besides-"_

"_I believe that is enough talk from you Dr. Connors. I funded you're research into the prospects of regaining your arm back so I could use the serum for other purposes."_

"_I didn't think you would intent to use my research for such…such-"_

"_Evil is the word I believe you are looking for. But you can rest assure that the work I intent to bring to the light will not look as evil as you believe when you see I from another perspective."_

"_What makes you think that I will continue to work for you after what I just saw?"_

"_I can easily take away everything I have given you Dr. Connors. I can take that and so much more."_

"_You wouldn't."_

"_You can try me. I don't think you're dumb enough to take the risk though. Now if you're done with your pointless fussing you can get back to work on your lizard project."_

"_You're a mad man Osborn."_

"_I may be mad to you now but I assure you, you will see as differently in the end one way or another. I have to go now Dr. Connors, business never holds the door anyone these days. Congratulations for you and your wife, I hear she's expecting a boy."_


	3. Chapter 3

Web of the Spider

Disclaimer; I don't own Marvel or DC or any other franchise.

Hey guys I just want to say a few quick things before you read this chapter;

1. Thank you so much for the support. All the favorites/follows and to everyone who reviewed or messaged me asking for the next chapter, I did not think this story would go as far as it has.

2. I apologize if this Spider-Man isn't as much as a jokester as he probably should be but this a different Spider-Man that doesn't really joke around so much.

3. Enjoy this chapter.

Part 3: A Night to Remember

Kraven and Bane, a combination Spider-Man never thought he would have to see. For starters; he had no idea who Kraven was. Bane on the other hand didn't look like a guy who would willingly align himself with someone else, unless he was getting something out of it. To top it all off Young Justice was here and they were probably as surprised as him. Then there was Carnage; the clone would no doubt try to kill them all just for a laugh.

"Is this a hunt to you?" Spider-Man asked Kraven.

"Did I not say this was a hunt?" Kraven asked Spider-Man. "I intent to enjoy every minute of trying to catch you."

"You really need to find another hobby or get one for that matter," said Spider-Man.

"You kiddies better stay out of this one," Bane said to Young Justice. "This is between us three men and that thing over there."

"Oh I'm included in this too," Carnage said a little surprised. Then he chuckled. "This just keeps getting more and more interesting by the minute. First the young ones come and now two more show up to settle something with me." Then he turned to look at Spider-Man. "I guess I have you to thank for this Original. You know how to throw a good party."

The sounds of the chopper above circling them were the only noise heard for a few seconds. Then Carnage growled and made a leap towards Aqualad but was stopped short by an arrow piercing him in the chest. With a growl he grabbed the arrow and broke it in two before making another assault.

Spider-Man seeing this tried to intervene but his spider sense helped him block the punch Kraven had thrown at him and kick him in the chest. The hunter tumbled back before rushing him again, this time throwing an assault of punches and kicks. Spider-Man dodged them and jumped over the hunters head and then moved to the side to avoid being grabbed by Bane. Bane only smirked and clenched his teeth as black fluid started moving out of his tubes and he grew three sizes bigger.

"Fast acting steroids. A cheating athletes dream," said Spider-Man as he got into a stance.

Kraven charged at Spider-Man who aimed a kick at his stomach only for the hunter to grab his foot and throw him to the ground. Spider-Man rolled to the side and got up just as Kraven tried to kick him while he was down. Spider-Man jumped when his spider sense went off and avoided the punch from Bane. He then kicked Bane in his head and watched as the muscular brute shrugged it off.

"It's going to take a lot more than that to stop me," said Bane.

"I figured as much," said Spider-Man.

Then Spider-Man felt his spider sense go off and he turned around and grabbed Carnage's wrist as the clone tried to claw him in the back. While still holding his arm, Spider-Man kicked Carnage on his side and twisted his arm before pushing him to the ground.

"I honestly expected a sneak attack from you sooner," said Spider-Man as he watched Carnage slowly get up. His spider sense went off and the kick to his head sent him sprawling to the ground. He quickly got up and webbed Kraven in the face and with both hands threw him into a charging Bane, only for Kraven to simply fall to the ground and Bane to simply stop and help him up.

"Like hitting a brick wall with feet I supposed," said Spider-Man as he saw Kraven get back on his feet.

Kraven only smirked and pulled out a black ball from inside his vest. "You put up a good fight prey. Too bad I don't have more time to try to hunt you, business after all, plus the interference of the cattle." He looked at Young Justice as he said this. "So to save time; I have to _improvise._"

He then threw slammed the ball on the ground and in a few seconds a field of smoke covered the roof top, just as Spider-Man felt his spider sense go off.

The sounds of the chopper getting closer to the roof became clearer and footsteps could be heard before going silent as well as a loud ribbing noise. Then the chopper noise got higher and further before disappearing all together. When the smoke cleared a few seconds later, Robin let go of Batboy, having hugged the younger crime fighter during the smoke screen. He mentally sighed as he saw that his team was still intact, no surprise really they hadn't been the targets of the assault.

"Oh no," Robin heard as he turned his head to see Spider-Man looking down on the ground where a pile of webs where. The webs appeared to be ripped from what Robin could tell.

Spider-Man looked around in the air but he couldn't find the chopper. It probably went behind a few buildings to lose them or something and even if he started going in the direction of the noise right now the chance of him finding it were slim.

"They got away," he mumbled as he clenched his fists. "They got away and they took Carnage."

When the smoke screen had gone up, Spider-Man had felt his spider sense go off and he jumped up to avoid the axe Carnage had formed in his hand. He then landed on top of the clone and webbed him up, hoping that he would stay down. He was wrong. Carnage must have broken free and they must have taken him.

How they did it was still a mystery. Carnage couldn't be taken down that easily and if he was taken that way, then whoever hired Kraven and Bane had done their homework. That little shriek he heard must have been from a sonic device.

"Anything you want to share?"

Spider-Man was brought out of his thoughts as he turned to look at Superboy who had his arms folded and Spider-Man noticed that there was a claw mark on the side of his shirt.

"Nothing that contributes to a group," the wall crawler said as he walked to the edge of the roof. "But if you hadn't noticed, they took Carnage."

"It's not that hard to notice spaghetti like monsters disappearing," said Kid Flash.

"That may be," said Spider-Man as he looked up at the clouds. "But they were coming after me. Carnage wasn't supposed to be taken in the first place. I messed up and now I have to save that monster."

"You act as if you have to do this alone," said Aqualad.

"I do," said Spider-Man as he jumped off the building and web swung away.

_"I just want to know Mr. Osborn what exactly do you plan on doing with S1?"_

_"I believe the extent of your 'position' doesn't allow you the right to hear those plans."_

_"It's just sir that I've noticed that for the past few days I had to teach him material that a high school honor student would know. Then yesterday there was the bruise-"_

_"Need I remind you," Norman Osborn said as he turned around in his chair to face the young woman in front of him. "That I hired you to be S1's personal tutor, not his doctor. His welfare outside the classroom doesn't concern you. If you must know what I planned to do with him; let's just say he can change the world. Is that understandable?"_

_"I understand Mr. Osborn," said the young woman, deciding it would be better to give in now. _

_"Good, don't ask me these silly questions again Ms. Stacy."_

_Taking that as her queue to leave his office, Gwen walked out silently, closing the door gently despite her inner rage for her to slam it. She hadn't received a straight answer from him. Not that she was surprised she hadn't but he there wasn't even really a discussion. So Gwen decided to take it upon herself to learn about the boy called S1…_

April 2

Dr. Conner's lab

"So Curt do you think you can shed some light on this situation?" Peter asked the scientist in front of him. After a full day of finding no trace of Carnage's kidnappers, stopping crime, turning photos in to the Daily Bugle and getting an earful from Jameson; Peter decided to ask the only other man who had ties with his past.

"Honestly I have no idea of another person Trask could have been working with that knew all of his secrets," Curt admitted as he rubbed his chin in thought. "As for the appearance of this 'Kraven' I have never heard of someone like him before." Curt then went to that large computer he kept in his lab and started typing a few things on the keyboard.

"It does however raise a big question," he continued while typing. "Assuming that the person who hired Kraven and Bane knew all about Trask also has an understanding of the symbiotes. If they took Carnage then the chances are that they intent to use him for something."

"Carnage wasn't originally their target though," said Peter.

"I know," said Curt as he continued to type. On the screen, newspaper articles appeared, each having one thing in common 'Trask'. "If that's the case then they still might come after you. No telling when or how they'll do it."

Peter looked up at the articles on the screen. Each contained a headline of Trask and his accomplishments. Things like him opening his company all the way to his tragic death.

"Company man dies in plane accident," Peter read out loud as he stared at the screen. "Even to this day Osborn still got away with it." Thoughts of the day he had overheard two guards outside his room talking about how Osborn had killed Trask entered his mind. It was only a few months after he had escaped that he found out how Osborn had done it.

"I don't believe the reason for why Osborn eliminated Trask has been revealed to you it," said Curt.

"I thought Osborn did him in because Trask kept pushing for his sentinels to be made the main focus of the project," said Peter.

"Osborn could tolerate Trask's attempts in changing the way the project should move forward but that's not the reason why he would want him killed," Curt paused as he finished typing on his computer and turned to face Peter. "A month after Osborn had turned down Trask's sentinel operation again; things started to go missing in the laboratories. At first we thought people where just misplacing things until one of the prototype suits went missing."

"They still kept making suits?" asked Peter.

"It was an early attempt to try to make different kinds of suits by messing around with your father's formula," said Curt. "The point is; one of the latest prototypes went missing and no one knew who to blame. At one point it looked like Osborn was going to kill everyone who was responsible for maintaining the symbiote until secret security tapes reveled that it was a group of scientists who had taken it, scientists under Trask's command."

"He ordered his scientists to take away the suit," Peter said incredulously.

"Yes, probably to make his own suit army or something," said Curt. "The others in Osborn's inner circle weren't pleased about that one bit. They wanted him dead but at the same time they had to make it look like an accident. Enough of an accident that everyone would buy it and any evidence that suggested otherwise would no longer exist."

"They orchestrated the plane crash," said Peter. "But how could they do something like that."

"They had someone on the inside," Curt stated. "They had a spy 'corrupt' the suit and sneak it on board Trask's private plane. On the plane the suit attacked and caused the crash, eliminating any evidence that would suggest foul play. Even so, Osborn wanted to make sure that none of Trask's workers knew anything they shouldn't know."

"So Osborn even killed off some of Trask's employees," said Peter as he let the thought process into his mind.

"Peter; Osborn even killed Trasks wife."

Peter's eyes widened. "But I thought that she-"

"It's easy to make a murder look like a suicide if you know what you're doing," said Curt as he folded his arms.

"I just want to know one more thing Curt," said Peter. "Did they ever find out what happened to the suit?"

"The explosion of the plane should have been able to destroy it," Curt replied looking Peter in the eyes. "But that's a _thought _and there was no actual prove that it was destroyed."

"I highly doubt that it would be causing trouble right now," said Peter. "I can't help but wonder what whoever is behind this is going to do with Carnage. Or what they would want with me."

"Whatever it is," said Curt. "I hope we find out what they would do to Carnage and not with you."

Peter nodded his head and then noticed the baggy eyes Curt had and how he seemed to sway a little while standing.

"When's the last time you got any sleep Curt?" he asked.

Curt slightly widened his eyes. "I could ask you the same question."

"Yeah but I asked first."

"Touché Peter. I haven't slept that good the past few nights. I keep having some horrible nightmares about-"Curt stopped his sentence and his eyes drifted down to the floor.

Peter didn't need him to say any more as he understood the only two things that would give Curt nightmares. He walked over to the older man and placed a comforting hand on his shoulder. "I understand Curt, I really do. I had nightmares for months on end at one point thinking it would never stop. But at one point; you have to move on. Accept that that was a part of your life, stop trying to hide it from yourself and move on. You have to take your mind off it."

Peter then got a thoughtful look on his face before continuing. "Why not take Martha out for a night on the town?"

Curt looked at Peter with wide eyes. "What led you to that little solution?"

Peter shrugged. "You need to have a little fun once in a while. But get some sleep first, or you'll be snoozing before you even walk out the door."

April 3

Unknown Location

"Wake up."

The voice ranged in Carnage's head as he felt like he had slept for another few years. As he slowly came back from dreamland he found that he could move his limbs. He also realized that he was lying on the floor on his stomach. Carnage slowly got up, his arms moving pushing himself up and his legs moving to stand. When he adjusted his vision he saw that he was in what looked like a little square prison. There was some orange barrier around the square and that the floor he had previously been lying on was also a major source of light for this little prison.

Looking around he saw that there was a large television screen on the wall above the door. A quick glanced around told him that he was in some kind containment room.

"Good you're awake," the voice came from the television. Carnage looked at it and saw that there was nothing but black and white static coming from the image. "You've been out for a little while. They hit you twice in order to get you in there."

"They shouldn't have bothered," Carnage said as his left hand turned into an axe. "This can't hold me." Carnage swung the axe on the orange shield only to reel his hand back quickly. When he had struck the orange shield, his hand had started to burn.

"You'll find that we can hold you perfectly well," said the voice. Carnage was sure that the person was smirking on the other end. "I must apologize for the inconvenience, they where supposed to capture Spider-Man, not you."

"Oh, I'm not good enough for you," Carnage said mockingly.

"On the contrary, you'll be just as good as Spider-Man," the voice said. "You can also help us lure him out."

'Lure him…the Original,' Carnage thought as he flexed his claws. "What makes you think I won't kill Spider-Man?" Carnage asked as he looked at the television. "For that matter what makes you think that I will help you?"

"Simple," the voice said casually as the doors above the television opened up. From the doors came five people; three in lab coats wheeling in a wheelchair with straps and two in armor and carrying weird looking guns. The square force field around Carnage disappeared and he leaped up to attack the second it was down. The guards raised there guns but instead of bullets, waves came out and hit Carnage forcing him to the ground. The waves continued and Carnage screeched as the waves continued to hit him.

The ones in lab coats put something over their ears and they stepped over to Carnage as the waves continued to hit him. When they got closer the guards stopped firing their guns and with out much effort the ones in lab coats lifted Carnage onto the chair and sat him down in it, applying the straps to his arms and legs as Carnage was still dazed from the sonic guns.

"As powerful as powerful as you may be," the voice said as Carnage was being wheeled into the other room. "There will always be a way to stop you. In this case; I have a way to make you more like an animal than you already are…"

April 4

New York

Times Square

Peter held Ben's hand as they walked down Times Square. It was a little busy at 12:30 but not as busy it would be in the morning, with people rushing to work. Right now it was a few people just going to get something to eat.

Deciding to take a little break from being Spider-Man for a few hours, Peter thought it would be best to spend some time with his little brother Ben. So he thought a nice walk in Time Square and through the park would be fun.

"The city is bigger than on T.V Peter," Ben said as he looked with curiosity at the tall buildings and large signs.

"In the city everything is bigger," Peter said as he chuckled at his brother who looked around. "Just wait until you see the park, lots of open space there."

"Do you see this all the time during your _job_ Peter?" Ben asked.

"The view is a lot different from where I normally do my job at," said Peter.

They walked along the sidewalk where Peter took Ben to the park. Once there they walked along the green grass and looked at other people where there playing sports or just hanging out. The weather was nice enough for it, surprisingly being 68 degrees in April. It was a nice day, few clouds shining sun and Peter enjoyed the fact that trouble hadn't come.

Taking Ben to a playground, Peter watched his brother play on the monkey bars, surprisingly going faster than normal. He was happy no one else was here to see, it would look odd to see a seven year old move quicker than he should be.

After the park, Peter took Ben to go get some pizza before taking him back to his aunt and uncles house.

During the car ride Peter decided to ask Ben something.

"Ben… you don't think I'm neglecting you right?"

Ben looked up from the backseat. "No brother. Why would I think that?"

"It's just what with my job and my hobbies, I don't think I'm spending enough time with my family as much as I should," said Peter.

"You do a lot to help people with your hobby and you still spend time with me and everyone else as much as you can," stated Ben.

"Well for just one night I want to spend it with you and MJ," Peter said as he turned a corner into Queens. "One night, just the three of us, going around New York and having fun."

"I'd like that," said Ben. "But just do one thing for me Peter."

"What's that?"

"Don't make out with MJ when you think I'm not looking."

"I've never done that before."

"Now you're just lying."

"_Now Toomes," said Osborn as he looked at the scientist in front of him. "I believe I gave you instructions to have the newest experiment tested out today."_

"_I know sir and we were ready for testing to but we just discovered repercussions that-"_

"_You should have discovered a week ago instead of today," Osborn said cutting in. "I want this tested now and the repercussions that you claim will have to be dealt with in due time. Should they be a problem you can just make a new one from scratch."_

"_I understand sir," said Toomes. "But what Alex found that the suit might cause might be too much."_

"_If he really thinks that after all the work he's put into the suit then there's only one solution," Osborn said as he hit a blue button on his desk. "The experiment will then be tested on Alex O'Hirn himself."_

April 6

New York

They stopped the large truck in the middle of an empty street, just as they had been instructed to. Night had come quickly and it would be easier for them to move out this way. Out from the truck came two men both wearing business suits but the way they carried themselves showed they didn't wear them for a living. They both meet at the end of the truck and looked at each other.

"I hate that we had to do this," said the guy in the blue suit.

"You heard what Kraven said; double pay if we do this and don't screw it up," said the one in the gray suit.

"I know but," the one in the blue suit glanced towards the large steel holder at the end of the truck. "What money could be worth messing with this thing?"

"A couple hundred will do it," said a voice in front of them. Both of them looked to see a man in a black jumpsuit with a lightning bolt on his chest a few feet away from them. "But that's just for a starting price; the rest will be given after the job."

"You got to be brave or crazy to go after this thing," the one in the gray suit said.

"I'd like to think I'm a little bit of both."

"Well whatever you are I hope your luck can help you out with this-"

The steel holder started to move, shaking around and making loud noises as it did. The two men in suits then ran off, leaving the man in the black jumpsuit who smiled clenched his fists. Electricity started forming around in his hands and he lifted himself off the ground, just as the steel doors broke and from the carrier came Carnage.

Carnage growled and roared as it looked around the empty streets. Its senses could feel that there where people nearby that it could feed off. Then a sting hit his back and he looked up to see a bald headed man with electricity flowing around him.

"Come on FREAK," Electro said as he smirked at Carnage. "Come and get me."

Electro then moved away down the street and Carnage followed him, instinct telling him he could get more energy from him than anyone else.

Electro moved over buildings, he would glance over his shoulder to see Carnage moving after him, leaping off buildings to chase him. When it looked like Carnage would get close, Electro would turn around and zap him with some electricity. Looking around Electro found a little traffic jam on one of the streets and some people walking by; perfect.

Floating over a taxi, Electro looked to see Carnage land on a red car and roar at him. Smirking Electro tried to zap Carnage who jumped out of the way onto cars stuck in traffic, the people abandoning their vehicles in fear.

"Come on freak," Electro taunted Carnage. "Come and get me."

Carnage jumped towards Electro, his claws barred and predator like roar emitting from him. Electro waited until Carnage got closer and when Carnage was only one finger away, Electro unleashed a wave of electricity which sent Carnage flying back. Carnage landed on the street, cars exploding around him and as he got back up, Electro laughed.

"Is that all you got?" Electro mockingly asked. "I thought you where you supposed to better than this. Oh well, easiest load of cash I've ever made."

Carnage snarled and followed after Electro as he started moving again. Electro led Carnage through a few alley ways and onto a few more streets, shooting electric bolts at Carnage once in a while. Carnage would dodge the electric bolts and at one point he drained the energy of five people at once, giving him the edge to keep going. As the kept going further into the city, Electro would go higher and higher onto buildings, watching as Carnage would run on the sides and jump from rooftop to rooftop.

"That's what I like to see," Electro shouted as he reached the Daily Bugle. "Let's see if you learned anything from last time." Electro stopped moving and Carnage moved closer towards him but just when Electro was about to unleash his electric wave, a red tendril came out from Carnage's shoulder and struck him on his cheek. Electro was sent back and nearly landed on the ground in Times Square. He looked up to see Carnage on the side of the Daily Bugle, looking down at him.

"Not bad freak, NOT bad," said Electro.

Peter was sitting at a computer in the Daily Bugle. He had just delivered a new batch of pictures to Jameson and decided to look through the internet to pass the time. He was looking up a few articles about Trask when he discovered another article about his wife's 'suicide'.

'The death of her husband must have been the last straw for her,' Peter mentally read the words in the article. 'Stress was an issue for her ever since she had a mi-'

Peter stopped reading when he felt his spider senses tingling. He got off the computer and looked out the window. From the darken sky he could see someone fall down below, someone with electricity running through them.

'No it can't be. Can it?' Peter thought as he ran out of the office. He ran to the bathroom and got into the air ducts where he would move to the top of the building to change.

Electro floated up higher and Carnage charged at him. Electro shot an electro bolt at him and Carnage went sailing to the street.

"Here I thought we were making progress," said Electro as he charged his electricity while Carnage got up. "Well come on then FREAK! Come and get me already! What the hell are you waiting for?!"

A web came out and hit Electro right in his mouth. Electro looked around surprised and started taking off the web with his electricity. He then looked to see Spider-Man just swinging on to the scene, landing on the side of a billboard.

"If prison should have taught you anything it should have been keeping your mouth shut," said Spider-Man. "But I guess that would have been too much to ask huh?"

"You," Electro said as he glared at Spider-Man." It must be night; I get PAID and I get to fry me a SPIDER!" Electro fired an electro bolt at Spider-Man who jumped out of the way and started swinging around, dodging electricity fired at him. "Hold still bug," said Electro.

Electro then felt a tendril grab him by the leg and he fired a bolt of electricity at Carnage who jumped out of the way.

"I almost forgot about you," Electro said as he looked down at Carnage. Carnage then jumped and used a tendril to move towards Spider-Man who dodged the symbiotes claws and kicked Carnage in the face. Carnage landed on the side of a building and Spider-Man landed on one opposite of him.

"Can't say I'm happy to see you to Carnage," Spider-Man said to his clone who only roared in response. "What's wrong with you? Tendril got your tongue."

Carnage leaped towards Spider-Man but a bolt of electricity struck him to the ground. Electro looked down as Carnage started getting up growling at him. "Don't think for one second you get a say in who gets to kill the spider," said Electro as he glared at him. "I've got dibs on the spider so back off freak and I'll deal with you later."

"Never thought the day would come when two super villains would be fighting over me," said Spider-Man as he looked at Electro and Carnage. "I don't know wither to be flattered or creped out."

"I can tell you what you'll be felling soon," Electro said as he charged his electricity. He fired off electro bolts at both Spider-Man and Carnage who both dodged them. Carnage tried to kick Spider-Man but an electric volt him in the chest. Spider-Man fired off a few webs at Electro who used his electricity to disintegrate them.

Carnage threw a car at Electro from behind and Electro fell to the ground as the car landed on top of him. The car then blew up and as Electro came out of the wreckage, Spider-Man kicked him in the chest and he went flying back. Electro got up, snarled and then flew up as Carnage tried to scratch Spider-Man with his claws.

At the top of the building was an electric sign, promoting a guitar shop. As Electro neared it, he felt the electricity pull him; he felt the energy just waiting to be pulled out towards him. He touched the sign and the electricity was pulled from it to him and as he took in the electricity he felt his body change; his skin changed to blue and his eyes became pure white. His electricity went from yellow to blue as he drained all the power from the sign.

"If we're going to do this," he said as he floated back down. "We might as well do it RIGHT!"

Spider-Man dodged the kick from Carnage and punched him in the face. Carnage reeled back but quickly came back with his claws and Spider-Man went back to dodging them.

'There is definitely something wrong with him,' Spider-Man thought as he grabbed Carnage's wrist and threw the symbiote into an empty Taxi. Carnage made a dent on the side of the taxi and landed on the ground but he got up a second later and roared at Spider-Man. 'They must have done something to him to make him this way. But what could they have done to make him act more of an animal than he already is?'

As Carnage charged at Spider-Man a huge volt of electricity stopped him. It came right in the middle of them and Spider-Man looked up to see Electro looking completely different than before looking down at them.

"You guys want to play," Electro said as electricity started charging around him. "Then let's have a GOOD old time." Electro then released a wave of electricity.

Be honest; are mad are you right now. I left it off at a cliffhanger, not way I originally wanted to end this part but I decided to do it to keep you guys on the edge of your seats.

Remember to R/R and have a nice day.


	4. Chapter 4

Web of the Spider

Disclaimer: I don't own anything related to Marvel, DC or any other franchise.

Hey guys, I hope you enjoyed that cliffhanger. I was actually going to post this next week, but I decided to post it today.

So enjoy the early chapter and tell me what you think.

Enjoy.

Part 4: Taking the Night Shift

"_So what do you have to show me for weeks of research?"_

"_Well Mr. Osborn I believe I have found a way to conduct electricity-"_

"_I'm looking for weapons, not ways to charge a light bulb."_

"_I know sir. But this electricity could flow through a person and give them extraordinary abilities."_

"_I'll believe all of this when I see it Mr. Hammer. How soon can you be willing to test this on an actual human being?"_

"_Well we can run the tests at any possible moment sir-"_

"_Good, I expect it done in a few minutes. Do you have a subject in mind?"_

"_Yes Mr. Osborn but I don't think that a criminal such as Dillon would be able to be a good weapon for our cause."_

"_I decide who will be valuable to our 'cause' Mr. Hammer while you just do what I tell you."_

The blue wave of electricity hit both of Spider-Man and Carnage. Both flew back a few meters; Carnage landing on top of a green truck and Spider-Man through the glass of a video shop. Rubbing his head, Spider-Man slowly got up and wiped some glass off of him. He looked around to see that he had landed on a stack of videos and that the cashier wasn't around. Walking out of the store, Spider-Man heard the alarm go off which meant that the cops would show up, assuming the large amount of lights hadn't attracted them already.

Looking around Time Square, he saw Carnage had recovered faster than him and was trying to hit Electro who kept moving by disappearing and reappearing in different places. Spider-Man shook his head as he saw Carnage just attack Electro as much as he could. Whatever his captors had done to him they had definitely changed him. Carnage was able to scratch Electro but as soon as his claws made contact he was sent back by the electricity flowing through Electro's body.

When his spider sense went off he rolled on the ground as the blue electricity struck the spot he had been in a second ago. Looking up, Spider-Man saw Electro above him.

"Don't think I forgot about you," Electro said as he charged an electric volt. "When this is over, it'll be your ashes they spread at your funeral."

"Sorry but I don't intend to die just yet," Spider-Man said as he dodged the electro volt and took to swinging around in the air. Soon it became a little game for Electro; he would try to shoot either Spider-Man or Carnage with volts of electricity as they both kept dodging them and Carnage kept trying to hit him. A couple of times Carnage would try to hit Spider-Man but would always get sent back with a punch or a kick.

'This is getting me nowhere,' Spider-Man thought as he dodged another volt. 'There has to be some way to stop Electro. But I can't touch him, think Peter think.' He looked around and noticed that on every corner there was a fire hydrant and if he remembered correctly the last time Electro got in to contact with water he-

Spider-Man kept swinging around, dodging the electric volts that came his way. He just had to figure out a way to lure Electro into his trap somehow.

The solution to his problem came when Carnage had grabbed a purple car and threw it at him. Spider-Man caught the car and was flown back to a building but when he touched the surface his feet stuck to the side and he was still holding the car. He then jumped off the building and threw the car at Electro who had his attention turned to Carnage. The car hit Electro in his back and immediately exploded but not before making Electro fall a good distance closer to the ground.

"You'll pay for that bug boy," Electro snarled as he turned towards Spider-Man who landed a few feet away from him. When Electro was about to attack with another volt, he felt a tendril come out and grab his arm. He turned around to see that Carnage had grabbed him with a tendril coming from his wrist.

"That's too easy for me to deal with freak," Electro smiled and released a flow of electricity through the tendril which stuck Carnage's body.

"Hey sparkles."

Electro turned around to glare at Spider-Man who was standing by a fire hydrant.

"The drinks are on me tonight," Spider-Man said as he pulled the side off the fire hydrant and the water immediately sprayed forward. Electro tried to stop the water with a wave of electricity but another tendril had come grabbed his other arm and he could only watch as the water hit him. The water soaked Electro from head to toe and it stopped the electricity Carnage was receiving and the symbiote released his tendrils from Electro.

Electro then fell to the ground; water still spraying him as his skin turned back to normal and he looked to be unconscious. Carnage then sent a tendril out to his body determined to drain his life force but a web to his face and a kick to his stomach sent him sprawling back. Spider-Man had moved the second he realized what Carnage was trying to do and even though he didn't really like Electro he was going to let Carnage take another life while he could stop him.

"Can you hear me in there Carnage," Spider-Man said to his clone as Carnage got up and pulled the web off his face. "I don't know what they did to you but whatever they did you have to try to fight it." Spider-Man thought that whatever they had done to Carnage couldn't have been permanent. Maybe the symbiote could break free; just maybe Carnage had the will power to stop being more of an animal than he is now.

Carnage roared at Spider-Man and then looked at him. Spider-Man thought he saw something flash through Carnage's white eyes before disappearing and Carnage released another load roar as tendrils started appearing around his body. Spider-Man saw that a yellow strip was forming across Carnage's chest and when Carnage stopped roaring Spider-Man saw the strip glow. When he tried to move closer to Carnage who looked like he might be calming down he stopped and moved back.

A sharp pain was coursing through him and he couldn't tell whether it was his head or his suit that was hurting him. He looked at Carnage and saw the he was moving closer to him, his claws where at ready and he was going to attack. Fighting through the pain Spider-Man balled his hands into fists and got ready to fight.

Just as Carnage leaped towards him a loud swishing noise was heard and Carnage was sent to the ground. Spider-Man looked at Carnage, still fighting through the pain; he could see that there was a batarang in his shoulder. Carnage got up and pulled the batarang out of his shoulder and the yellow streak in his chest glowed brighter. Spider-Man didn't need to see who had appeared on the side of them, he didn't need to hear the silent steps he made as he got closer or the noise from his batarang has he pulled out another.

Carnage growled at Batman as he saw the dark knight move closer. Spider-Man tried to take advantage of this by spraying a web shot at Carnage. Carnage however, jumped back to avoid the webs.

As Carnage moved back, Spider-Man felt the pain go away as if it wasn't there to begin with. He then looked at Carnage just as the symbiote released five tendrils from his back. Carnage's tendrils moved to the nearest car and flung it towards Spider-Man and Batman. Spider-Man moved forward and easily caught the car with his hands right by its hood. He set the car down to see that Batman was okay and when he looked towards Carnage he was gone. The symbiote had vanished, once again leaving no trace or clue of where he could have gone.

Spider-Man looked around but he knew it was in vain; Carnage had slipped from his grasp again.

"You okay?" he heard Batman ask as he finally turned towards the dark knight, his eyes hidden by his cowl.

"Where was that question when I was getting shocked by that guy?" Spider-Man pointed towards the unconscious body of Electro. "I'd ask why you didn't show up sooner by I don't have to remind you that this is a long way from Gotham."

"It's only a bridge away," Batman replied. "I came to ask you a few things."

"I already told your little spies that the Carnage is my responsibility," Spider-Man said as he mentally sighed at having to explain this again. "Any of you League members getting in the way would just make this worse."

"Exactly how would we make things worse?" Batman asked. The question threw a curve ball at Spider-Man. "From what I've seen things haven't exactly gotten any better with you doing things on your own."

"Well you don't see me webbing around in your city when I see something slightly off," Spider-Man retorted. "You know what? I don't need this; I have better things to do. Like trying to find the monster that just got away."

Without another word Spider-Man turned around, jumped and swung off. He swung away to go look for Carnage and hopefully find a way to put an end to the monster.

But his mind went back to that little yellow strip that appeared on Carnage's chest and the pain that he felt when he got close to Carnage. Did the pain come from his suit or his head?

A few minutes of web swinging and Spider-Man had found no sign of Carnage. The symbiote kept hiding and getting away from him more times than he would have liked.

Momentarily he saw flash of red appear from the corner of a building and he swung over to it in a heartbeat. He swung passed the building and saw something flying, something leaving a streak of red as it flew across a few buildings.

'I don't recall anything that could fly, at least not like that,' thought Spider-Man as he swung quicker to catch up to the flying object. As he got closer he saw that it was a person in a high tech suit, with red linings in the arms and legs and a silver chest plate. He saw that the mask had green eyes and long silver looking beetle like antenna. This person was flying by the beetle like wings he had on his back.

Spider-Man soon started to swing right beside this person and the person. "You know I almost mistook you for someone else."

The man turned his head to look at Spider-Man as he still continued to fly.

"Let me guess your name," Spider-Man said as he matched the speed in which the man was flying. "Insect guy, no that would be to obvious. I'd say bug boy but that just sounds stupid."

The man then stopped flying and Spider-Man moved over the side of a building and clung on to it as he stared at the man.

"Though judging from the concept of your suit you look more like a… I want to say Beetle but," Spider-Man looked at the silent man once more.

"How very 'deceptive'," Beetle said as he looked at Spider-Man. "You really are as annoying as they say."

"I find that my charming personality beats everything I do," said Spider-Man. "But enough about me, let's have a talk about what you're doing here."

"I'll just cut to the chase," said Beetle. "I require a sample."

Beetle then raised his left arm and fired a red laser at Spider-Man who jumped of the side of the building and swung around Beetle when he tried to shoot at him again. Spider-Man landed on the side of another building just as he saw Beetle bring a mini rocket from his left shoulder.

"I guess this is you getting serious," Spider-Man said as the rocket go off. He moved from the building and the rocket followed him. 'Heat seeking, great' thought Spider-Man as he swung around and the rocket stayed on him. He then swung himself up in the air and webbed the rocket, using it to move himself over causing the rocket to try to follow. As the rocket went after Spider-Man, the wall crawler had moved behind Beetle.

Beetle simply pressed a button on the side of his wrist and rocket released a small explosion.

"Not that bad of a suit," Spider-Man said as he landed on the side of the building in front of Beetle. "Not as cool as mine though, but still not that bad."

Beetle only flew away in the same direction he was going when Spider-Man saw him. Seeing this, Spider-Man jumped off the side of the building and went after him, trying not to lose sight of him. He followed Beetle all the while avoiding the lasers Beetle would shoot at him, until Beetle stopped by an empty dock.

"I highly doubt you flew all the way here just for the view," Spider-Man said as landed on top of a warehouse. "What exactly do you have planned-"

His spider sense went off but he was too late to avoid the punch from Beetle. Spider-Man was sent crashing down through the roof of the warehouse; falling on stone floor with a few chunks of wood around him he shook his head and quickly got up.

'That's the second time tonight I've been forced into a building,' he thought as he dusted himself off. 'Next person to make me do that; will wish I had just punched them in the face.'

Looking up he saw Beetle come in through the newly made hole and hover over him.

"You really have changed from the previous file on you," said Beetle.

"What exactly are you talking about?" Spider-Man asked but a part of him knew the answer.

"It should be simple S1," said Beetle. "I don't believe we have ever met before. Osborn didn't really see a reason for us to be introduced."

"So your one Osborn's surviving clowns," said Spider-Man.

"I never really worked for Osborn," stated Beetle. "I worked for the one who paid me the most, regardless of the job."

"So you're nothing more than a contract killer," Spider-Man said as he got into a stance. "I guess that's what you came here to do then; kill me."

"Not exactly," Beetle said as a red sword appeared from where he fired his laser shot. "I came here to acquire a sample. Killing you would be a fault on you if I prove to be too much for you to handle."

"Well then there's no point in messing around anymore," said Spider-Man as he fired a web shoot at Beetle. Beetle simple moved to avoid the webs and charged at Spider-Man with his red sword ready to strike. Spider-Man dodged the strike aimed for his head, grabbed Beetle's arm and kicked him in the stomach. He then threw Beetle into a corner where a couple of box crates where.

Beetle broke the box crates on impact and quickly flew back up. He fired a couple of lasers at Spider-Man but the wall crawler was quick to evade them. Spider-Man rolled, flipped and jumped to avoid the shots fired at him then he felt his spider sense go off. Jumping up high, Spider-Man avoided the dive by Beetle and as Beetle was moving back up he made a line of web on Beetle's back. Using the web to pull himself closer Spider-Man kicked Beetle right in the head, the momentum from the pull made the impact of the kick stronger.

As Beetle was sent back by the kick, his wings made him stop from falling and Spider-Man felt his spider sense go off. Beetle made another red blade appear on his left arm and he aimed it for Spider-Man's chest. Acting quickly, Spider-Man moved his upper body to the right and dodged the blow.

He then fired a web at Beetle's face and grabbed his left wrist and squeezed it hard before Beetle kicked Spider-Man away in the chest and the wall crawler landed on the ground, rolled over and looked up at Beetle.

Beetle removed the webbing from his face and looked at his left wrist; the red sword was gone and he doubted he could fire a laser from it. It was then he noticed that there was a slight crack in his armor, the same spot where Spider-Man had hit at.

"It seems I have miscalculated about you," Beetle said as he looked at Spider-Man. "I hardly make any miscalculations."

"Don't feel bad," said Spider-Man." We all mess up sometimes, except yours will be painful."

Beetle then reached into his belt and pulled out a silver grenade. He threw the grenade at Spider-Man and the wall crawler jumped out of the way as the grenade landed on the ground and exploded in a red mist. Looking up, Spider-Man could see Beetle charge at him again but before Beetle could get close, Spider-Man jumped up and landed on Beetle's back.

Spider-Man tore off one of Beetle's wings and guided him into the wall before jumping off. Beetle hit the wooden wall and nearly crashed through it if a pile of webs hadn't grabbed him by his back and pulled him back, forcing him to turn around into the punch courtesy of Spider-Man.

The punch cracked Beetle's mask and sent him sprawling into the floor. Spider-Man looked at his hand in surprise; he didn't think he would hit him that hard.

'Even this late in the game; I still surprise myself,' the wall crawler thought as he saw Beetle slowly get up. Beetle struggled to stay on his two feet, he looked at Spider-Man and on one of his eyes, and he saw more than one because of the cracked lens.

"You said you work for the person, who pays the most; who is it that hired you?" asked Spider-Man.

"That leaves you a few options doesn't it," Beetle said tauntingly. "There are only a few powerful people who know you existed. I was hired by one."

"Who hired you? I know it wasn't Osborn."

"Being locked up, I highly doubt Osborn could sneeze without gaining attention," Beetle coughed a little bit. "But I'm not one to talk about my employers."

"You'll be one to talk if I break more than just your suit," Spider-Man said as he went and grabbed Beetle by the neck and lifted him up off the ground. "Tell me what I want to hear."

"Ok, fine I will," said Beetle. He focused in on Spider-Man and underneath his mask he smirked. "I believe that at the moment, your lizard friend should be getting a 'visit'."

It took a second for Spider-Man to realize what he meant by 'lizard friend'. Beetle felt a sharp pain in his chest and he was dropped on his back with Spider-Man's foot pressed firmly on his chest.

"I'll give you a few seconds to elaborate on that," said Spider-Man and Beetle saw a few black tendrils appear from his back.

"Conners will be getting a visit from someone you know S1. I suggest you get there quickly instead of wasting time on me," after finishing these words, Beetle felt a pain in his neck. A tendril had moved low to his neck and the tip was slowly piercing his skin.

"You're lucky I'm pressed for time," Spider-Man said and Beetle could detect a hint of _venom_ in his voice. "Otherwise I would make sure this conversation would continue from here. But I'll be back, no need to worry about that."

He then fired a bunch of webs at Beetle's body and left him in that warehouse until he got back. At the moment, Spider-Man wasn't thinking about Beetle or the weird sensation he got from that fight. He was worried about Curt and his wife.

_"So it could be just as we feared," said Osborn as he turned away from the large monitor on the screen. "With the formation of the Justice League; our plans have become even complicated."_

_"It wouldn't be so complicated if we just take a little more initiative in our plans," said Jason._

_"If we so much as step a toe out of line, then who's to say we won't find ourselves under a little unwanted surveillance," a man with a cigar said._

_"He's right," a man with his hands in his pockets said. "Even a little unwanted watching could reveal all of our histories before we even begin a stage further."_

_"Then there's still that Cadmus," said Trask. "Making more freaks for them to use; if they truly believe that better versions of the 'heroes' are needed than they truly are foolish." _

_"We all saw what the simulation revealed," said Osborn as he folded his hands behind his back. "The Justice League could take over the world in a few days should they desire."_

_"If what Luthor said about alternate realities is true; then they may already have," said the man with his hands in his pockets._

_"Not in this one they will," said the man with the cigar. "If S1 can be as good as Osborn says it can be then we won't have to worry about them."_

_"That little devil is getting better," said Jason with a grin. "You should have seen how he did in training; tore right through those robot doubles."_

_"I highly doubt robots can compare to the man of steel," said the man with a cigar._

_"We are beginning to extend S1's training even further," said Osborn. "Currently, he is learning different ways on how to 'dispose' of the lesser members of the Justice League. We have expectations that within a year he will be able to go toe to toe with Batman himself…"_

It took Spider-Man under ten minutes to make it towards Curt's house and as he landed on the roof he saw that Curt's car was missing. He quickly went in through a window in the back and quickly rushed through the top part of the house. He looked around all the rooms but didn't find anyone there and then went downstairs. He was afraid that if he called out anyone, then something might happen.

He didn't wasn't to lose anyone _ever_ again.

Spider-Man looked downstairs and didn't find anyone there. He made it to the kitchen before seeing a note attached to the fridge door. He looked around and pulled the note of the magnet and immediately made out Curt's handwriting; 'Taking your advice, went out for a little 'stroll' '.

'Curt, thank god you decided to make my advice for once,' thought Spider-Man as he set the note on the counter. He then walked out through the back door and decided to leave from there until he realized that he didn't open the back door.

His spider sense went off and the punch to his side came with a little less of a warning. He landed on the ground and quickly rolled on the ground when he felt his spider sense tingle. The massive foot print that landed where he had been would have crushed him had he not have moved. It didn't help the hand that grabbed him and threw him out into the street pas the fence of the backyard. Spider-Man got up from the ground and looked to see something land in front of him, making a small thud as the figure had jumped on the ground.

"It's been awhile Spider-Man," said Rhino as he looked at Spider-Man."I've been waiting to crush ever since you locked me up. But first let's play a little game of tag."

Spider-Man saw Rhino run off, jumping slightly as he moved down the street.

'Still better than the robot version,' thought Spider-Man as he started web slinging after Rhino.

Catching up to Rhino, Spider-Man saw that he was moving pretty quickly for a guy his size. Rhino was going through anything in his path, people would jump out of his way and cars would avoid going in his direction.

Spider-Man then shot a web at Rhino's back and used it to propel himself closer to him. He then used his feet to hit Rhino in his back and caused the big guy to trip and slide on the ground. Rhino slide for a few feet and when he stopped he moved over to his back to crush Spider-Man. When he got up he saw that Spider-Man wasn't there.

"Over here," Rhino turned around to see Spider-Man standing a few feet away from him. "I thought you said you were going to crush me Rhino."

"I am bug boy," said Rhino as he picked up a car filled with people and threw it at Spider-Man. Spider-Man quickly grabbed the car and set it down gently, he turned to see Rhino run away.

'Where does he think he's going,' thought Spider-Man as he went after him. Spider-Man followed Rhino for a few block until Rhino jumped up into the roof top of a building and broke a billboard, causing the pieces to fall over a few passing civilians.

Spider-Man quickly went over the pieces and caught them up in three separate webs. He then pulled the billboard pieces over onto a building, making sure that the people where moving away from.

Feeling his spider sense go off, Spider-Man looked to see Rhino with a piece of the street in his hand about to throw it at him. As Rhino threw the piece, Spider-Man jumped and webbed the piece and while flipping in the air threw it right back at Rhino. Rhino simply raised his fist and the piece was turned into rubble but he didn't see Spider-Man web over and kick him. The kick landed on Rhino's face and he was sent flying a block over with Spider-Man swinging over to meet him on the other side.

As Rhino landed on his back, he got up and saw Spider-Man waiting for him.

"So how exactly did you get out of prison this time?" asked Spider-Man.

"An old friend broke me out," said Rhino as he cracked his knuckles. "He said I would get the opportunity to squash you good."

"This man wouldn't happen to look like a Beetle would he?" asked Spider-Man.

"Kraven doesn't look like a Beetle," said Rhino slightly confused.

"So Kraven got you and Electro out of jail," said Spider-Man piecing the puzzle together. "That means who ever hired him has some knowledge if they knew about you two." Then he snapped his fingers. "You were trying to lead me into a trap."

"If that plan failed," said Rhino as he got into a charging stance. "Then I guess I can squash you like an insect."

"Technically spiders' are-" Spider-Man jumped when Rhino charged at him. "Arachnids, we really do get confused with those insects though."

Rhino tried to charge at Spider-Man again but Spider-Man jumped out of the way once again and Rhino stopped before he could crash into a building. Rhino turned around and ran towards Spider-Man, who dodged the fist Rhino tried to land on his chest. Spider-Man jumped on Rhino's shoulder and used Rhino's head to elevate himself back, flip and land on the ground behind Rhino. Rhino turned around and growled at Spider-Man before stomping his foot on the ground and running at Spider-Man again. Rhino stopped as he got closer to Spider-Man and tried to hit him with a few punches that Spider-Man easily dodged and sent one of his own at Rhino's face.

Rhino stepped back a little bit and then jumped back at Spider-Man. Spider-Man then jumped up and webbed over to hit Rhino but Rhino reacted quickly. Grabbing Spider-Man's leg Rhino threw Spider-Man into a rather large window. Once again getting up and dusting himself off, Spider-Man saw that he was in a college classroom of some sort.

'That's it,' he thought as he saw Rhino come in through the window making another crash. The alarm in the college was going off but Spider-Man was ignoring the noise. 'Three times I went through some building besides the door. I'm going to be a spider of my word and beat the crap out of Rhino.'

"Now spider punk," said Rhino as he raised his fists. "This is where it all ends."

"More so for you than for me," said Spider-Man as he got into a stance. "Just out of curiosity what exactly where you planning to do in that house?"

"I know the doctor who lives there," said Rhino. "I was told to go there and wait for him to see if I could get any information out of him on you. When I'm finished with you, I have to carry out the other order and kill the doctor."

Spider-Man clenched his fists tighter and three tendrils came out of his back. "As long as I'm here, you won't lay a finger on the doctor."

Without another word, Spider-Man jumped and kicked Rhino in the face. One of his tendrils tripped Rhino and Spider-Man grabbed one of his legs just as he was falling. He then swung Rhino around a few times before releasing him into a small pile of desks. As Rhino was getting back up, Spider-Man jumped and planted his feet right on his chest, knocking the wind out of him.

Using all three of his tendrils, Spider-Man picked up Rhino and slammed him on the ground. He then retracted his tendrils back into his body and watched as Rhino got up and tried to charge at him. Spider-Man saw that Rhino had missed by a few centimeters when he jumped up and realized that he might be a little dizzy.

Rhino turned around to attack Spider-Man again but the wall crawler was ready and as Rhino charged at him, Spider-Man jumped on top of him. Spider-Man jumped on the back of Rhino's head a few times before bouncing off of him. He landed on top of the professor's desk and watched Rhino turn around and when it looked like he was about to charge, Spider-Man raised his wrists and fired a bunch of webs at him. Rhino still tried to move even though the webs had struck his eyes and he felt them glue his feet to the floor.

Seeing that Rhino was still struggling, Spider-Man made tow webs on Rhino's shoulders and pulled him himself to Rhino to launch a kick to the side of Rhino's head. Rhino fell on the ground with a thud and Spider-Man added a few more webs to his body, just to be safe.

Looking down at his handy work, Spider-Man then heard a noise and turned towards the now broken window. He looked to see a random cop, holding a flashlight and looking at him with a shocked expression.

"Sorry about the mess," Spider-Man said as he walked out through the window. "You're going to need to call in back up and you may want a fork lift to carry that guy. He's a lot heavier than he looks."

Spider-Man then patted the cop on the shoulder before web swinging away.

It took him a couple of minutes to make to the warehouse where he left Beetle. When he got there he saw that Beetle was gone and a few strands of his webs where on the ground.

'Whoever hired him obviously didn't want their money to go to waste,' Spider-Man thought as he looked at the now empty spot. 'That leaves another guy to add to the list of people who got away.' He left the warehouse and swung away for a few minutes.

Spider-Man landed on top of radio signal on the skyscraper and looked at the city below. The street lights where on and he saw the lights of a few cars on as well. Somewhere in this city was Carnage and in his state of mind, Spider-Man knew it was only a matter of time until he revealed himself again. He then looked down and raised his hands to his face, wondering where he had gotten that sudden burst of strength from his fights. He hadn't really done that before nor had he ever felt like that.

The only recollection he had of those feelings was back when he first tried on the suit…


	5. Chapter 5

Web of the Spider

Disclaimer: I don't own anything related to Marvel or DC or any other franchise.

Sorry for the wait, I've been busy these past few days. Hope you guys are enjoying the story, trying to make it different with each chapter.

Unfortunately; this is the second to last chapter. So enjoy this one because the next one will be the last.

Take care.

Part 5: Vengeance runs in the Family

_The robotic arms moved around the large glass container, watching the black substance within. The black substance gave no response to the robotic arms and it gave a little hope to the scientist controlling the arms that this might be the day._

"_I think it might work this time," said Octavius as he looked over at Toomes. "The suit might accept the new host."_

"_That's what we thought about the last one," said Toomes as he looked through the file of the latest picked one for the suit. "They ended up dying in the same fashion as the others. What makes you think that the suit will accept this one?"_

"_The new one selected is Cassidy as I'm sure you know," Octavius said as he still saw no movement from the suit. "Given his 'nature' I believe the suit might see reason to accept him."_

"_A monster for a monster," said Toomes with a chuckle. "Perfect match in a dysfunctional get together."_

"_Yes, the only problem we might have," Octavius then looked over at Toomes. "The suit could make him more of a monster than he already is. He might end up killing everyone if we don't keep him on a tight leash."_

April 7

New York

Nearly the end of a glorious morning and Peter found himself smiling. The answer; he just got off the phone with Mary Jane and she had agreed to spend a night out in New York with him and Ben. The timing was apparently perfect for she had tonight off and Peter could use a night off, especially after what had happened last night.

But Peter knew better than to just take the whole day off. He could at least spend a little bit of time this afternoon looking for Carnage. The monster was still loose in the city and even thought Peter had spent a little bit of time last night looking for him, he still found no trace of the red monster.

Then there was still the other issue; Peter was only looking for the puppet, not the one pulling the strings. The one pulling the strings obviously had something to do with Carnage acting different as well for Electro escaping prison. It also might lead for answers as to why Rhino went after Curt much less knew where his house was.

Then there was that Beetle. He had escaped before Spider-Man could come back for him. Could he be working with Kraven and Bane as well? He had to be working with someone else, in his current condition there was no way he would have been able to break free of those webs. The person who hired him might have come to collect him and Rhino might have been Beetle's distraction to get him away.

The final thought that was haunting Peter was how he had felt last night. The feeling of power and the rush of battle had affected how he had acted last night. If Rhino hadn't been brought up he might have actually killed Beetle. Whatever it was that he was feeling it all started to that weird yellow light on Carnage's chest that appeared after Electro had been defeated. That might have been the cause of it all though it was still a mystery as to why his suit or head had been hurting.

The only thing Peter knew was that he needed to find Carnage. If Carnage was a puppet in all of this then he could follow the strings and find the master.

'If only it was as easy as it sounded,' thought Peter.

After a quick shower he decided to head out and see if he could find Carnage…

Twenty minutes later

New York

A block from the Brooklyn Bridge

Spider-Man landed on the rooftop of a building that showed a great view of the ocean. He had searched by Times Square for any clues that might lead him to Carnage and had even looked by the destruction Rhino had caused. Still no leads and no way of knowing where Carnage had went. Maybe Batman was right in him not being able to do it alone.

That brought out another question; why didn't he want the Justice League to help?

The answer had been so simple before; he just didn't want to risk the thoughts of having to kill them. Ever since that day where he found out he was stalking the members of the Justice League he was afraid that one day he would wake up and discover that he had done something much worse. It was a curse to his freedom, the curse he had found he would carry because he had naively thought that it was over.

But he had been around the Justice League a few times, he had opportunities to kill them yet he hadn't done it. Maybe it was gone; maybe it was just a simple stalking mission for him to find out their secrets which Spider-Man had regrettably pieced together over a year ago.

The real reason for why he didn't want to join them or cooperate with them was because that meant at one point he would have to tell them about himself. That meant at one point he would have to tell them that he knew who they were.

At one point he would have to tell them what he was meant to do…

His spider sense went off just as he heard the footsteps approach him from behind. He turned around only to be struck in his shoulder by a dart. Backing up, Spider-Man saw Kraven, holding a gun. Spider-Man saw him try to shoot him again but he jumped off the roof and swung over towards the bridge, landing on the side of it.

His spider sense went off again and he jumped to avoid the dart that would have struck him in the stomach. He web pulled all the way to the top of the bridge and saw two armored cars appear beneath him. The cars stopped in the middle of traffic and doors opened up to reveal a few guys in black armor and from the passenger side of one car came Bane.

"Give it up Spider-Man," Bane called out to him. "You can't get away and there will be no substituting this time."

"You took Carnage by mistake," Spider-Man said as he saw Kraven appear next to Bane. "Tell me where he is."

"We might be willing to talk if you come down," said Kraven.

Knowing that was never going to happen, Spider-Man counted about seven guys in black armor. He would have to take them out first before he could deal with Bane and Kraven.

Deciding to test them, Spider-Man jumped from the side of the bride over to a sideways silver pillar. As he jumped he heard the guns fire more of those darts at him and as he landed he moved to avoid another one. He then fired a web at one soldier and then jumped again, while holding the web and pulled the soldier up. Up in the air, Spider-Man webbed up the soldier and threw him at another one, knocking them both to the ground. Sticking to the side of the bridge he saw Bane pick up one of the armored cars and throw it at him.

Spider-Man jumped on top of the car and jumped again. He turned around and fired off a massive amount of webs to make sure that the truck stayed on the side of the bridge so it wouldn't fall to the ground and hurt the other passing cars. Spider-Man saw that the lanes that had the bad guys weren't being used and cars were instead stopping or taking other lanes on and off the bridge.

Using a web to move to the other side of the bridge, Spider-Man then shot a massive ball of webs over to the group of armored men. Bane moved out of the way and three armored men were caught in a giant mess of webs that prevented them from moving. Seeing that one of the two armored guys where vulnerable, Spider-Man swung over and landing low kicked the guy in the head, making him fall the ground in unconsciousness.

Seeing that there was only one guy left, Spider-Man landed a few feet behind him. He felt his spider sense go off as the guy reached for something in his pocket and thinking quickly he webbed the man's hands in place. Spider-Man then came in quickly and punched the guy in the face and webbed him up as he fell to the ground.

Looking over, he saw Kraven and Bane head over to him. "Now this is a fair fight," said Spider-Man as he got into a stance.

He saw Bane pump up, making his body grow into twice its normal size and he saw Kraven pull out that gun again. Spider-Man felt his spider sense go off and he jumped to avoid the two darts that came towards him and while in the air he webbed himself towards Bane and just as Bane thought he could grab him, Spider-Man turned his body out of his reach. He then kicked Bane in the back of the head and webbed Kraven in the face.

He landed behind Bane, only to see that the venom toned muscle man had barely budged. Spider-Man then saw Kraven remove the web from his face and jumped over Bane as he turned around. Spider-Man webbed Bane in the face and just as Kraven was about to pull the trigger on the gun, he webbed Kraven's arm, forcing the gun to his side.

"Guess your trigger finger isn't as good as you thought," said Spider-Man as he felt his spider sense go off. He moved to the left to avid the punch from Bane and sent a kick to his left side and moved to his right. Bane tried to hit his left side and Spider-Man went and grabbed one of the tubes in Bane's back. He yanked out the tube with great force and weird green liquid erupted from the tube and the right side of Banes body returned to normal.

Seeing that he could finish this fight quickly Spider-Man went to go and grab other tube bit he got to carless. Bane had used his left arm to punch Spider-Man in the chest and Spider-Man went flying back into ground. As he got up, he felt a pain in his shoulder and another one in his chest. He looked to see that Kraven had gotten free from his webs and had shot him with his gun. Pulling out the dart from his body, Spider-Man got up and got into a stance.

Kraven smirked. "Those darts have enough power in them to take down a really large horse. I'm not surprised that it wouldn't really work on you. But I suppose enough of them will make you fall."

"You got some fire you," Bane said as he pulled the web of his face. "I haven't felt this excited in a fight since Batman."

"Never thought I'd hear a spider be compared to a bat," said Spider-Man as he saw Kraven fire the gun at him and he jumped to avoid the bullets. He moved over to Bane and dodged the punch from his right side and kicked him in his left, making him get pushed back but still remain on his feet.

He got closer to Kraven and side stepped the gun being pointed at him. Spider-Man sent a punch to Kraven's face but the hunter dodged it and kicked Spider-Man in his left side. Recovering quickly, Spider-Man jumped kicked Kraven in the face and while in the air, used a web to pull himself towards Kraven and kick him in the chest. Spider-Man took Kraven to the ground and jumped off of him. Kraven got up and fired to gun off at Spider-Man but he couldn't land another hit with Spider-Man jumping around.

A web then hit Kraven in his other arm and stuck it to his side. Spider-Man then came and hit him in the face which sent him sprawling to the ground. Looking back, he saw Bane come towards him somewhat awkwardly since the left side of his was normal. Spider-Man then jumped up and swung a little so that he was behind Bane and before he could turn around, Spider-Man kicked him around to face him and punched him in the face. Bane stumbled back and tried to hit Spider-Man but the wall crawler side stepped his punch and grabbed his arm and flipped Bane over.

While Bane was on his back, Spider-Man webbed his body into a little cocoon. Bane looked at the webs around his body before looking at Spider-Man

"What good is this supposed to do?" Bane asked as he easily broke right side free but still he couldn't move.

"You may be able to break free from one side but you can't from the other," said Spider-Man as he saw Bane squirm in his cocoon.

His spider sense went off but as he turned around the dart already hit his chest. Four darts had hit him dead in the chest and Spider-Man pulled the darts off of his body. He looked to see Kraven, his arm still attached to the side of his body by the webs and the gun still in his hand.

"And then there was one," said Spider-Man as he walked away from the struggling Bane so that he was a few feet from Kraven.

"If not for the fact that I have to capture you I would have made this a better hunt," said Kraven.

"Your employer must be paying you a lot of money if you don't go against his orders," said Spider-Man as he got into a stance.

"Money can only go so far in this world," Kraven said with a chuckle. "I'm in this for a little bit more than that."

Kraven then brought the gun up to Spider-Man, just as thud was heard behind him. Before he could turn around, something knocked him to the ground and he rolled a bit before he could see who it was.

Standing where Kraven once was, looking at Spider-Man was Carnage. Carnage still had the yellow strip on his chest and it glowed yellow once again. Spider-Man got out of his stance and clutched his head as he felt that along with is suit start to hurt. Carnage roared and stared at Spider-Man for a few seconds before turning his head and looking at Kraven.

Kraven raised his gun and fired at Carnage but all that came out it was a soft 'click'. Swearing under his breath Kraven quickly got to his feet but he wasn't fast enough as Carnage was already upon him. Carnage used a tendril too smack the gun away from Kraven's hand and another tendril to grab him by one of his feet and smack him around on the ground for a few times. Carnage then pulled him close and punched him in the chest, letting him fall the ground before jumping on his chest.

Seeing that he had made the hunter go unconscious, Carnage picked up Kraven with a tendril and started moving away from the bridge towards the city. As Carnage got a certain distance away, Spider-Man felt the pain go away and he looked to see Carnage using his tendrils to move towards the city.

"Are you just going to stand there?" Spider-Man turned to Bane as he asked this question.

"Unfortunately I can't," said Spider-Man as he webbed Bane in the mouth before taking off after Carnage.

_"The suit seems to have bonded well with him," said Osborn as he saw S1 perform the obstacle course. "It's made him better than what I had previously thought Octavius."_

_"Yes sir it certainly has," Octavius said but he didn't sound so sure._

_Apparently Osborn picked up on the uncertainty in his voice. "What dilemma are you having on this Octavius?"_

_The question made said scientist widen his eyes as he saw his boss ask a question that didn't involve experiments. "Well sir, just a few days ago when he ran a few DNA tests with S1 we came across that little 'possibility' I told you about."_

_"Explain," said Osborn._

_"When he went through the results of the DNA tests we found that S1 and V3 are now one in the same. There was no trace the suit had even been a separate being of him and after a few more tests we discovered that S1's personality had somewhat changed as well."_

_"I see," said Osborn as he saw S1 do a serious of flips with little to no effort. "Has this affected him in other ways?"_

_"Well sir it has increased his aggression further than before and he appears to be more tactical in his fighting."_

_"Then V3 proved to be more of a success than I thought. We should have merged both of them together sooner."_

He could see, Carnage jumping from building to building as he swung close. Spider-Man knew he couldn't get to close; he didn't want to feel that pain while he was giving chase. He had followed Carnage for a few blocks pas the bridge and he made sure to keep the symbiote in his line of vision. He also made sure Carnage hadn't dropped Kraven during his little run to where ever he was going.

Spider-Man had no idea why he had taken Kraven but he knew he couldn't let Carnage kill him. Despite what the hunter had done; Spider-Man wasn't one to let a person loose his life if he could prevent it.

So he followed Carnage as the symbiote jumped from building to building, using his tendrils to make it to further apart buildings. Spider-Man saw that they were heading way downtown as he followed Carnage into one the more empty areas. It wasn't so much as empty as it was just a few buildings under construction.

Spider-Man saw Carnage head towards one tall building and land on the street in front of it. He then laid Kraven on the ground and brought more of his tendrils. Spider-Man swung in and kicked Carnage in the back, making the symbiote swing In the air before using a tendril to stop him from going any further and place him a few feet away from Spider-Man. Spider-Man was struggling slightly to stay standing, trying to fight of the pain that was pulsing through his body.

'I have to finish this quickly,' he thought as he saw Carnage charge at him. Spider-Man side stepped Carnage's claws and kicked the symbiote in the chest. He then delivered a few punches to Carnage's head and to his stomach. With one kick, he sent Carnage away and Spider-Man jumped back at a certain distance to avoid feeling the pain.

For a few seconds he felt relief that the pain was gone but that relief faded away when Carnage came charging at him. Carnage used his tendrils to grab Spider-Man's left arm and pull him towards his claws. Spider-Man gritted his teeth underneath his mask as the claws scratched his chest. Using his left hand he grabbed Carnage's tendril and punched him in the stomach with his right fist. When Carnage roared he webbed him in the face and used Carnage's tendril to smash him on the ground before throwing him into a building that looked half finish.

Carnage went through a beam and a large pile of wood went over him. Spider-Man sighed as the pain went away and he looked to see that the suit was already healing the claw marks on his chest until it looked like he was never touched at all. He looked down on the ground to see that Kraven was still unconscious.

Spider-Man then placed his left hand on his head. For some reason his brain felt, weird, that seemed to be the only way to describe it. It felt like it was going to shut down any second.

'I can only assume that the police have Bane in custody,' thought Spider-Man as he looked down at Kraven. 'All I have to do is take Kraven to the authorities and then take care of-'

When he felt his spider sense go off he turned to see Carnage emerge from the building he was previously at. Carnage released a predator like growl and another yellow streak appeared on his chest. The streak was glowing just like the first one and as Carnage got closer, Spider-Man felt the pain come back, more so than it did before. As if the pain had doubled Spider-Man nearly fell to his knees as he looked to see Carnage approach him. Knowing he would have to fight harder to take in the pain, he prepared himself for one of the hardest fights he would have to be in.

Carnage leaped at Spider-Man, his claws growing longer as he brought them down only to have them covered in webs. After making sure Carnage's claws where covered, Spider-Man moved back so Carnage landed on the ground and then punched the symbiote in the chest and followed up with a roundhouse kick. Carnage was sent to the ground but quickly got up and brought out two tendrils from his shoulders and sent them towards Spider-Man.

Knowing that the symbiote was most likely trying to drain him of his energy, Spider-Man grabbed the tendrils in each hand. He held them back as Carnage tried to get them to move past him and he felt his strength depleting as he felt the pain from his body increase. Spider-Man felt himself being pushed back as the tendrils started coming closer to him and Carnage advanced towards him.

Carnage moved closer to Spider-Man, only to be pushed back by three black tendrils. One of the black tendrils grabbed Carnage by the neck lifted him up off of his feet. The other two grabbed the two red tendrils from Spider-Man's hands and Spider-Man rushed over to Carnage and punched him in the chest as well as repeatedly in the stomach. The black tendrils retracted back to his body and Spider-Man watched Carnage drop back to his feet, his red tendrils retracting back to his body.

Without another word, Spider-Man rushed over to Carnage and punched the symbiote in the face as hard as he could. Carnage fell to the ground a few feet away from Spider-Man.

Walking over slowly to the symbiote, Spider-Man still kept his senses up despite the fact that the pain had finally subsided and the marks on Carnage's chest had stopped glowing. "Are we done here Carnage?" he asked and he saw that the symbiote had made no move to get up. Carnage lay still on the ground and if Spider-Man didn't know any better it would look like he was sleeping but he knew the creature was just exhausted, possibly from not having drained the lives of anyone in awhile.

Throw in the chase and the fighting, he was surprised Carnage had kept going at all.

"Good to see that we can finally agree on something Carnage," Spider-Man said as he saw things start to look blurry and his body start to fell heavier. "Because I have no idea how much longer I could have kept standing."

Spider-Man landed on the ground, his eyes closed behind his mask.

Fifteen minutes later.

He woke up, his neck was slightly aching. Remembering where he was, he looked around. He first spotted Carnage on the ground, unmoving, possibly too drained to do anything. The next thing he saw brought a smile to his face; Spider-Man was on the ground; unconscious.

Kraven got up and with his free hand he removed the web from his other hand. He looked to see that the sun was going down and that he wasn't in any unfamiliar territory. He was slightly disappointed that Bane wasn't here to witness this victory; the capture of both Spider-Man and Carnage would be a big plus to his employer.

Walking over, he picked up Spider-Man and hesitantly picked up Carnage. He easily walked away with his two prices but he couldn't fight the feeling of disappointment swell up in his chest. He hadn't caught these two by himself; they had beaten each other up for him. He was just cleaning up the scrapes like a lowly animal on the bottom of the food chain; the two stronger beasts getting their fill and he would come when they were sleeping just to get the scraps.

Honestly, if they made it out alive after what his employer had in store for them; he hoped he could at least hunt one of them fairly.

It wouldn't be sporty of the hunt otherwise.

April 8

Unknown location

11:35

Spider-Man felt like he had been hit by a truck. He slowly opened his eyes, realizing that his mask was still on and that his body felt like it was exhausted. He also knew he had to have been out for awhile, he hoped Ben and Mary Jane would understand.

It was then that he realized that he couldn't move. He felt his arms and legs restricted by something and he felt that the suit wasn't doing much either. So whatever was holding him were probably connected sonic wires. As his vision came back into focus he saw that he was in some kind of lab; a few machines where here and there and Spider-Man saw that he was on some kind of up faced stretcher. He was strapped down by large blue belts and he saw that they were connected to wires attached to a machine on his right.

His arms were separated on two beams and he couldn't find the strength to break free.

Then he heard a door behind him open up and heard a few sets of footsteps come over to him. Spider-Man saw a few people in lab coats go over to a machine and check something before nodding back to someone behind him. Then Spider-Man heard footsteps approach from behind him and in front of him.

The man had a slim built and brown hair that looked like it was recently combed and piercing brown eyes. He wore a purple sweater, tucked into his blue jeans held by a silver belt buckle and he had expensive looking brown shoes. What was most eye catching about him was the gold medallion he had around his neck that went down to his chest.

"I see the guest of honor has come to," the man said as he smirked at Spider-Man. "We can't exactly start this party without you."

"I'm going to take a guess and say; you're the one who hired Kraven and Bane to come after me," said Spider-Man.

"You're pretty smart for a lab experiment S1," the man with the gold medallion chuckled. "Then again, it would explain why all the trouble started with you."

"You might have the wrong guy," said Spider-Man as he noticed that the smirk disappeared from the guys face. "I don't really cause trouble so much as I stop it."

"Nothing you do or any of those other freaks like you stop trouble," the man said with a deep frown on his face. "You bring it. You cause destruction to this world and bring out more vermin like you to pollute the city streets of innocent people."

"If I recall correctly; people do what I do without any powers," said Spider-Man.

"Those people are just as to blame; allying together with those freaks," here the man with the medallion glared sharply at Spider-Man. "But I guess I have a more personal vendetta against you."

"I don't even know who you are," said Spider-Man.

"You may not know me but you know the man who helped made you," the man with the medallion then clenched his hands into fists. "Bolivar Trask; the man you killed."

"I didn't kill Trask," said Spider-Man. "Trask's death was a suicide-"

"DON'T LIE TO ME!" yelled the man. "I know you where responsible for his death; the last thing he worked on had something to do with you. It's because they choose you over the sentinels which would have been a more valuable project than you."

Spider-Man remained silent for a few seconds before deciding to ask the big question; "How exactly do you know all of this?"

The man with the medallion smiled at this question. It was a smile Spider-Man had seen before in his life; the smile those with power give to those they see under them. "I'm glad you finally asked," the man with the medallion said somewhat gleefully. "One of the people who wasted time on you was my father. Maybe this will give you a hint; my name is Larry Trask."

Spider-Man widened his eyes under his mask.

"Yes that's right," said Larry as he smiled at Spider-Man's silence. "I am the son of the man you killed."

"You can't be his son," said Spider-Man after he got over his shock. "Trask's wife had a miscarriage."

Larry only laughed at this bit of news. "You really think my father would make knowledge that he had a son, with all the 'business' he was doing. He had to fake my mother having a miscarriage so I could live my life in secret. No one knew Bolivar Trask had a son; not even Osborn. So when he killed my mother, I was taken by a family friend and raised under a different identity but I vowed to see revenge on those who had killed my parents."

"I had nothing to do with your parents deaths," said Spider-Man slightly shouting. "That was Osborn that planned their deaths, not me."

"Osborn may have pulled the strings but it was you S1 that had the final say in my father's life," said Larry his frown returning. "My father worked on making something like you, something better that could prove you where expandable. But the other's found out and they decided that in order to keep you secret, they would have to kill my father with his own creation."

"That's something I had nothing to do with," Spider-Man said trying to reason with Larry. "I had no say in my life back then. I wasn't the one who killed your father, that thing did it and that thing was forced to do it by Osborn."

"I will deal with Osborn soon enough," said Larry that twisted smile back on his face. "Why else would I go through the trouble of catching you?"

"What exactly are you going to do to me?" asked Spider-Man, no trace of fear in his voice.

"The same thing I did to that other symbiote," said Larry as he chuckled. "I'm going to turn you into an animal, as you are supposed to be, and use you to kill Osborn. It's karma when you think about it; the way Osborn used my father's creation against him and now I'm using his own creation against him."

"So you're the one who changed Carnage," said Spider-Man as he clenched his fists under his restraints. "Don't expect the same thing to work on me."

"I intent for it to," said Larry and he made a signal with his hand the sound of something being wheeled in was heard. On a cart, in front of Spider-Man having been wheeled in by two guys in lab coats was a medium sized container, holding a black substance. When Spider-Man saw the substance he felt the pain from before come into his system and hurt worse because he felt he was so weak. It took all of his will power not to scream out in pain.

"I see you recognize this," said Larry as he saw Spider-Man shake under his restraints. "It took over five months but deep in the sea; underneath a pile of metal was the suit my father had been working on. It's nearly the same suit you wear, even uses your DNA to. "

He took a glance at the suit in the jar, slightly amazed that it was moving after not moving an inch until coming close to Carnage. Larry turned back to Spider-Man to see him still shaking underneath his restraints.

"I injected a sample of it into Carnage and he stopped talking completely and immediately started acting off of his instincts," Larry continued to talk to Spider-Man, regardless of whether or not the wall crawler could hear him. "Imagine what the rest of this will do to you."

"D-d-on't," Spider-Man got out through the pain.

"You know," Larry said a satisfied smirk on his face at seeing Spider-Man in pain. "That's what I wanted to say to my father when he went on that flight. But as you know Spider-Man; I can't bring back time. So instead, I'm going to get even."

The suit was moved back away from Spider-Man who struggled to catch his breath. He looked at Larry and glared from underneath his mask.

"I guess the apple really doesn't fall far from the tree," said Spider-Man."Your father's illusions of the future are what got him killed. So I guess the same is going to happen to you; so much for learning from past mistakes of the older generation."

He received nothing but a glare from Larry.

"Run your final diagnostics on him before you put the suit on him," said Larry as he continued to glare at Spider-Man. "Call me after the suits on him."

As Larry was about to step away, he took one last look at Spider-Man.

"Osborn will be just the start," he said as he looked at wall crawler. "When he's dead, I'm going to make sure you do the job you were created to do, with a little twist of finishing my father's dream. You're going to kill every one with the meta-human gene, and everyone who has put themselves in league with freaks like that. Then when your work is done, I'll grant the last wish you'll ever make; ending your life."

Spider-Man saw Larry walk away from him and saw a few guys in white lab coats step into view….


	6. Chapter 6

Web of the Spider

Disclaimer; I don't own anything related to Marvel or DC.

Explanation; while I was working on this chapter, my flash drive got corrupted and I had to start over. Then while I was re-typing it, I realized that I didn't like how I was making this chapter out to be. So I started re-writing it. Then I got wrapped up into college and just recently I found some time to work on this.

I apologize for the wait; I can only hope that it was worth it.

Part 6: It all starts when it should've ended

_"To think we almost had something with him," Otto said as he saw a white blanket be placed on the stretcher and two guys in white uniforms take him away._

_"I know how you feel Otto," said Toomes as he dropped a file on the desk behind him. "The symbiote has rejected people before but-." He didn't finish his sentence as he looked down at the floor, stained with clothing and a red substance._

_Otto removed his glasses and rubbed his eyes with his other hand. "Get a cleaning unit in here quick before the smell sets in. I want an update on Cassidy's status when he comes out of surgery." Putting his glasses back on and looking back down below he released a deep sighed. "Get S1 back to his room, the last thing we need is for him to need a psychiatrist after having him go through all of this."_

_Two guards showed up and escorted S1 out of the training grounds. _

_"How many more Otto," said Toomes after a minute of silence. "How many more people are we going to have to sacrifice in order to see if that thing will like any of them?"_

_"You act like this is my fault," snapped Otto. _

_They both looked at each other in the eye for a few seconds before Toomes turned around to look down at the file labeled; V3. _

_"I'll talk to Osborn about this," said Toomes in a low voice. "He'll want to know what went wrong and I can give him some kind of answer when I see him."_

_"Show him the footage from the cameras," said Otto as he looked down at people in hazmat suits cleaning below. "He'll notice the problem right away as soon as he sees the tape, so don't press in to it unless he inquires it." _

_"Which is?"_

_"The symbiote started to react on its own accord when it came into physical contact with S1." _

He stared at the guys in white lab coats as they wandered around him, come checking machines while others took notes on clipboards. Spider-Man could only do nothing but glare at them from behind his mask. A few guards stood by the door but neither of them paid any attention to him, talking to each other instead.

Once again in his life, Peter felt like he couldn't do anything. With everything he could do, all the trials he had went through; he was going to be used like a puppet. The one thing he was trying to avoid doing for long, he was going to be forced to complete.

Then he would go after all those with the meta-gene and those who had allied themselves with them.

Spider-Man started to struggle against his restraints. He felt weak but he wanted to escape, to stop them from using him- from using him to kill his family.

"There's no point in wasting your strength," he looked to his right to see a scientist walk in front of him, clipboard in hand and smile on his face. "In a few minutes I guarantee you won't even remember anything else that happened after tonight."

Spider-Man glared at the man in front of him but the man couldn't see it from the mask. The guards hadn't even raised their sonic guns, still talking to each other as if they knew Spider-Man couldn't escape.

"Your friend in their struggled for a little to," said the scientist as he nodded to another scientist that Spider-Man couldn't see. "Honestly, he was an animal before we even got to him. You I'm actually curious as to see what will happen. You have far better intellect than the other one."

Spider-Man still didn't say anything.

"It was always you that made this little suit react in such a way," another scientist came and brought a needle filled with the familiar black substance of the suit Spider-Man had seen in the jar. "The suit inside Carnage really reacted when it came in close proximity towards you. It was easy to deduce that the particles in him wanted to merge with you and vice versa. Which is understandable when you think about how this suit is made from the same suit you wear."

The scientist walked towards Spider-Man who struggled in his restraints. The scientist grabbed Spider-Man's right arm and brought the needle up to it.

"In case this kills you," said the scientist as he pushed the needle into the suit and injected it until it was empty. "I want you to know that the person who made your suit was a genius; years ahead of us all. I didn't come here for the money, I came for the chance to study stuff like you."

He brought the needle out and watched as Spider-Man withered a little before being still, his head lowered.

"Status," the scientist said as he looked over towards the scientist by the computer.

"His vitals are weak sir, nearly gone."

The scientist sighed before glancing at the body of Spider-Man and then turning his attention towards the guards who stopped talking to look back at him.

"Tell Mr. Trask that the operation has failed," disappointment was evident in his voice.

The shaking woke him up. He looked around the room, the lights were flickering, and sounds were coming from the next room. He heard the sounds of screaming, what sounded like shooting and then the lights flickered again before the orange field around him disappeared.

Carnage moved slowly out of the square field, looking around him. He felt something was close, something that was meant for him. He wanted it, wanted to be with it and then devour people with it.

Looking forward towards the large double doors, Carnage jumped back, instinct telling him that something was going to happen.

The doors flew off the hinges, an operating table or what was left of it flew over Carnage's head. Carnage however, kept his eyes on the entrance as he felt something stir within him.

From the entrance, came another symbiote, this one was taller than Carnage by a few inches and was pretty bulky. The suits mouth was opened slightly to reveal a row of sharp pointed teeth, the edge of his fingers looked like claws. What caught Carnage the most though; was the white spider symbol that was on the symbiotes chest, for some reason it greatly angered him and he let out a loud growl.

The black symbiote looked at Carnage, immediately noticing the glowing yellow streaks across Carnage's chest.

With a load yell, the black symbiote pointed towards Carnage. "**You have a part of Venom! Venom will get back part of Venom so we will be united**."

Carnage roared at Venom and charged at him, red tendrils appearing from his back as he did. Venom, simply grabbed Carnage by the neck with his left hand but the red tendrils struck Venom in the in chest. They would have pierced his skin had Venom not grabbed them with his other hand and forcibly pulled them out before throwing Carnage against the wall.

Carnage only landed on all fours when he hit the wall, making slight cracks but otherwise looking fine. He then jumped back at Venom only to be kicked in the chest and then punched in the face.

Venom saw Carnage grab on to his fist before the red symbiote used it to elevate him and punch Venom in the chest which the larger symbiote acted like nothing happened.

Red tendrils came from Carnage's shoulders and they leapt out only to be met with black tendrils. Venom grabbed Carnage by the neck and slammed in into the ground only to find himself being thrown to the ground by Carnage who grabbed his arm and forced him to the ground beside him.

Both got up quickly and Carnage kicked Venom in the chin and went to claw his chest but Venom recovered and grabbed his right wrist before he could strike. Venom then threw Carnage out in the direction of the entrance, running after him.

When Venom came into the entrance, he jumped up just as a large computer screen went through the entrance.

The room or what was left of it, was filled with broken computers, various destroyed equipment and a small puddle of blood on the ground.

When Venom landed on the ground, two tendrils came out of his back and picked up a computer monitor, throwing it at Carnage.

Carnage jumped over the computer monitor and used his tendrils to grab Venom's left hand before the black symbiote could web him and planted his foot in Venom's chest. Venom was brought to the ground, landing on his back before bringing his hand up to hit Carnage who only jumped over him as Venom got up. Venom grabbed the tendril still attached to his left hand with his right and tried to pull Carnage over towards him.

Carnage felt the tug and instead of resisting, he let Venom pull him towards him.

Venom didn't see it until it came; a kick directly to his face.

Venom stumbled back into the wall, the red tendril around his left wrist was gone and he glared at Carnage.

Both symbiotes then stopped and turned towards the door on the other end. The door was a single wooden but they both heard the noise coming from behind it. They both jumped onto the ceiling as a loud boom came from the door. Men in armor and carrying weird looking guns stormed the room.

Without any warning, Venom and Carnage dropped from the ceiling, surprising the men below.

One tried to fire his gun but Venom webbed it up and punched him in the chest. Carnage had used his tendrils to toss one around like a rag doll into other guards. Venom punched, kicked and tossed guards out of his way.

One guard tried to shoot Venom in the back but a black tendril came and pulled his gun out of his hands, snapping it in two. Venom turned around before the guard could try to run and picked him by his neck with one hand and tossed him at the wall. The guard broke the wall on impact, revealing an empty hallway as he landed on the ground.

When Venom saw there were no more guards, he turned around to find that Carnage was gone. He didn't have to look far as the red symbiote dropped from the ceiling and with a red tendril, tackled Venom into the wall. Venom landed on the ground in the same hallway he had thrown the guard at. The black symbiote tried to hit Carnage but the red symbiote had jumped over and as Venom was getting up, red tendrils wrapped around in his neck, strangling him.

Venom brought a hand up to the tendrils around his neck, cutting of the flow of air. He then wrapped his hand around one of the tendrils behind his neck and pulled on it, jumping up as he did and turning his body over. Carnage went underneath him and Venom flipped out of the red tendrils grasp and felt the air return to his lungs.

With Carnage still underneath him, Venom brought his foot on the red symbiotes chest as he fell to the ground, seeing Carnage sputter in breath for a few seconds, made Venom chuckle before raising his left arm, turning his hand into an axe. He brought the axe down, aiming for the red symbiote's head.

He was met with resistance in the form of a red axe coming from Carnage's right hand. Venom added more force to break through Carnage's axe but the red symbiote held up. Carnage raised he right hand and his red claws extended towards Venom, striking him in the chest and causing him to take a few steps back, ripping out the tendrils as he did.

They returned to Carnage's hand and both symbiotes got rid of the makeshift axes in their hands before charging at each other. Venom dodged Carnage's punch but the Carnage ducked to avoid Venom's backhand.

Carnage jumped back from Venom and released a few red tendrils from his back and moved them towards Venom. Before they could touch him, Venom webbed the tendrils in one place and then webbed Carnage's arms together. The black symbiote was upon Carnage in one swift movement before the red symbiote could break out of the webs and picked him up by the head, throwing him towards a pair of steel doors in front of him.

Carnage went right through the steel doors, going through an empty glass case and landing on the ground. Venom went through the newly made door and took one look around the room for Carnage.

The room was a large laboratory; blue tiles, walls and floors made the room. There were a few machines, a few empty glass cases but Venom found himself looking at the glass case of a damaged robot.

The robot looked like it was modeled after a Rhino and for some reason Venom didn't like it. A few black tendrils came out of his body and grabbed the nearest thing they could get; a large desk. The tendrils immediately threw the large desk at the robotic Rhino causing the desk to break the glass and bring the robot to the floor.

The desk lay on top of the robot which still lay motionless and that seemed to put Venom at ease. He then continued his search for the red symbiote, knowing that he would still be up after all that.

Venom stepped to the side to avoid the shard of glass that was aimed for his head. Looking to where the shard had come from, he saw Carnage, claws bearing and red tendrils coming from his back.

Without warning, Carnage charged at Venom who had no time to prepare. Venom took a step back as he grabbed at Carnage's claws to prevent them from nearing his head. The red symbiote pressed on, the yellow streaks on his chest glowing as he tried scratch at the larger symbiotes face.

With a loud yell, black tendrils came out of Venom's back and he shoved Carnage's claws away while backhanding him in the face. Carnage landed on the ground but Venom was far from done.

The black symbiote raised his left hand which turned into a large mace which he slammed into Carnage's chest a few times. When Carnage tried to get up Venom would bring the mace down again, making it bigger each time. Venom stopped when he saw the yellow streaks on Carnage's chest starting to flash.

Looking over the smaller symbiote for a few seconds in case he tried to pull a sneak attack, Venom turned his left hand back to normal as he used his right hand to pick up Carnage by the neck.

Venom felt the suit within him tingle as he stared at Carnage, recognizing the part that was him inside of him. Three tendrils came out of Venom's chest, pulling Carnage into Venom's body as he let go of his hold on the red symbiotes neck.

A growl of delight escaped Venom's mouth as opened and closed is palms. Tendrils came out from his back and his shoulders, wriggling around the air as Venom let out a loud roar. His tendrils then went back into his body as soon as he finished roaring.

Bringing up his left hand, Venom pushed it inside his body and a few seconds later he pulled out Carnage, tossing him to the ground a few feet away from him. Venom looked at Carnage's body before he closed his mouth, as if it was never opened to begin with. His body became smaller; his claws becoming normal hands, his muscles went down as well.

Spider-Man looked around, noticing he wasn't strapped down anymore and that he was standing in an unfamiliar room. His eyes shifted down to the floor, Carnage was on the ground on his side, breathing so lightly that Spider-Man almost didn't catch it without focusing on his chest.

'What happened,' thought Peter as he looked down at his hands, wondering why he felt so different. 'Why do I feel this way? What could have led up to this point?'

Out of the corner of his eye, Spider-Man saw something gray leave Carnage's chest and move away from him. Seeing it now, Spider-Man could identify it as a puddle of goo that seemed to have a mind of its own. The goo stopped when it was in front of Spider-Man and then to the web slingers amazement; it grew.

It grew tall, a few inches taller than Spider-Man, then it started to grow out its body. It was very muscular; its body was hunched slightly over. It had the same white eye style as Carnage but it was longer because its face as bigger.

"What exactly are you?" Spider-Man thought as he looked at the gray suit. The gray suit didn't respond, only looking absentmindedly at Spider-Man. "You're a symbiote no doubt but you're without a host. The question is how are you able to become what you are now? I guess that's something I'll have to find out."

The gray symbiote then turned its head towards the set of doors at the back of the lab, opposite of the missing set of doors on the other side.

"Trask," the gray symbiote said as gray tendrils came out of its back.

'That's not good,' thought Spider-Man as he moved to stop the symbiote from moving towards the door. Without warning the gray symbiote turned its head around towards Spider-Man, a gray tendril came from its shoulder and pushed Spider-Man back by his chest to the floor. As Spider-Man got up, he saw the gray symbiote disappear into the doors, breaking them off their hinges as it left.

'I need to put a stop that thing, before it gets to Trask,' Spider-Man may not like the younger Trask but he couldn't let him get hurt. 'It would be poetic in a way; monster kills son like he did father.'

Looking down at the red symbiote, Spider-Man decided it would be better to be safe than sorry so he webbed up Carnage like a cocoon. The second he was done, he webbed over towards Trask's office with one thought in mind.

'Why are my webs black now?'

Spider-Man had been able to follow the destruction of the gray suit for awhile before losing its trail completely.

Somewhere along the lines of bodies on the floor, the gray suit must have taken another direction than the trail suggested.

Spider-Man then did the only thing he could think of in order to try to locate Trask's office; he went into the vent system. It took him awhile of searching but he found Larry Trask, pulling out a gun from behind his desk and sitting in a chair while facing the door. Spider-Man slowly opened the vent, making a line of web that he used to lower himself down behind Larry.

When he was right behind him, he could see Larry holding the gun to the door and occasionally glancing at the window.

"Puts your nerves on edge waiting for your enemies huh?" asked Spider-Man.

Larry turned around bringing the gun but Spider-Man dropped down and brought his foot down on Larry's right wrist. Larry dropped the gun and held his now aching wrist in his left hand while he glared at Spider-Man.

"Though a normal gun probably wouldn't do anything," said Spider-Man as he webbed the gun into his hands and webbed it into the wall behind him. "Especially against a suit, that most likely wants to kill you for the simple fact that you are your father's son."

"And what exactly do you intend to do about it?" asked Larry. "You going to kill me before that suit can?"

"I'm not surprised you would think that," said Spider-Man "The only think we can do now is get you to the police before the symbiote can make its way here."

"I'm not going anywhere with you," Larry said as he took a few steps back. "I'd rather take my chances here than going somewhere with you."

Spider-Man took one step forward. "I didn't ask for your permission."

Right when Larry was about to say something else, a crash came from the window and the gray symbiote landed on the red carpet. The gray symbiote settled its eyes on Trask and growled before moving to grab him. It stopped when a lamb was thrown at its head and as it turned to look at Spider-Man, Larry ran out of the office.

Spider-Man ran towards the gray symbiote that turned its attention to the doors Larry had gone through. Before the symbiote could move towards the doors, Spider-Man had sent a kick right on its neck and the symbiote went flying out the large window it had come from. Landing on the ground in a stance, Spider-Man watched the window before turning to look at the door that Larry had gone out of.

'Little weasel is probably making his way towards an escape route,' thought Spider-Man. 'Going out on ground is a little too long with how high up his office is-wait a minute. There's only one reason why he would have his office this high.'

Spider-Man then looked back out the window, before running out of it into the night. He web-pulled himself towards the building and ran up to the roof, where he saw a chopper on a platform on the opposite side.

'The layout of this roof is similar to Trask industries,' Spider-Man thought. He saw Larry come out from a door on the left side and run towards the chopper.

Just as Larry was opening the chopper door, a loud crash came from behind him. Spider-Man saw the gray symbiote land on the ground, probably having jumped from somewhere to make it onto the roof.

"Trask," the gray symbiote said as it looked at Larry who went into the chopper and closed the door. "TTTRRRRAAAASSSSKK!"

'It doesn't trigger my spider sense,' Spider-Man thought as he moved to stop the symbiote as it made its way towards the chopper.

Spider-Man used his webs to pull the symbiote back but the symbiote only turned around, grab the black webs and swing Spider-Man off the roof. Spider-Man quickly web-pulled back onto the roof, landing a few feet away from the gray symbiote that was nearing the chopper.

The choppers blades started spinning as the gray symbiote clawed the side of it. Large slash marks appeared were visible on the side of the chopper and they symbiote roared as it started hitting the door to the cockpit.

'The chopper will fall off the roof before that door breaks,' Spider-Man thought as he ran towards the chopper, taking note that with each hit the symbiote made , the chopper moved closer to the edge.

Spider-Man grabbed the gray symbiote with two tendrils from his arms and pulled it over towards the center of the roof. The gray symbiote got up and unleashed a mighty roar before charging at Spider-Man who jumped over it.

Spider-Man came crashing back down to the ground by two gray tendrils that latched onto his shoulders and pulled him down to the ground. The gray symbiote turned around as Spider-Man struggled to escape from the gray tendrils that had wrapped around his body.

The gray tendrils lifted Spider-Man up into the air and brought him crashing back down. When he was raised into the air a second time, Spider-Man shot a web at the gray symbiotes face. Feeling the tendrils loosen, Spider-Man squirmed his way out of them and landed on the ground.

He quickly got into a stance as the gray tendrils retracted back into the symbiotes body. The gray symbiote had removed the black web from his face growled before rushing towards Spider-Man.

Spider-Man moved out of the gray symbiotes grab and sent a punch to its stomach but it didn't seem to affect it as it only tried to grab him again. The gray symbiote tried to use its claws on Spider-Man's stomach but only hit air. Spider-Man jump kicked the symbiote in the chest and pushed it back, only for it to grab his right arm with a gray tendril.

Before Spider-Man could try to pull it off the symbiote threw him over the roof again. Spider-Man would have gone over had he not webbed the edge and pull himself back. He looked at his right arm and saw that a piece of the gray tendril was still on it. Quickly pulling it off, he was astonished to see it melt and turn into smoke when it hit the ground in less than ten seconds.

Before the wall crawler could think about it, he saw the gray symbiote near the chopper again. Spider-Man raised his left arm and shot a web near the platform of the chopper and used it to pull himself towards the gray symbiote that still had its back turned.

The gray symbiote raised his right arm and when Spider-Man was about punch him in the back, the gray symbiote clawed Spider-Man in the chest. The force sent Spider-Man sprawling on the ground a feet away, blood from the wound on his chest started to appear before vanishing as his suit healed his wounds.

Clenching his palms into fists, Spider-Man got up and ran towards the gray symbiote that was clawing at the chopper doors.

When he reached the gray symbiote, he grabbed the wrist before the claw could reach his face. Spider-Man brought the gray symbiote to the ground in front of the chopper, letting go of the symbiotes arm.

The gray symbiote got up, just as Spider-Man punched it in the face. Spider-Man continued to punch the symbiote in the face, then the chest, before kicking him to the ground. Raising his hands which then turned into maces, Spider-Man brought them on the gray symbiotes chest and face.

Stopping when he saw that it wasn't moving anymore, Spider-Man turned towards the chopper and saw his hands go from maces back to normal. His attention was brought to the load roar coming from behind him. He turned around and just as the gray symbiote was about to lunge at him, Spider-Man punched it under the chin. His fist was doubled in size from the mass that had wrapped around it and the gray symbiote flipped over on to its stomach.

Spider-Man watched in fascination as the gray symbiote started to evaporate, shrinking down to the size of a puddle before going up in smoke in to the night sky.

Taking a look down at his hands in wonder how he had been able to do that, he realized that he would have to figure out the answer another time. Turning around towards the chopper, Spider-Man walked over to the door and opened it up, taking note that he probably broke the door as well.

He saw Larry in the process of taking off his seatbelt but Spider-Man webbed him by the waist to the seat and even webbed his arms to his sides.

Looking down he saw the golden medallion that Larry normally had around his neck on the floor by his feet. Using his webs to pull it to his right hand, he looked over it.

"That was a gift my father," Spider-Man looked to the glare Larry was giving him. "Don't run your contaminated hands all over it."

"Well for a hidden son, your father sure did leave you with something odd," said Spider-Man as he took one more glance at the medallion that looked like it had glowed light green for a split second.

'Must be the situation getting to me,' thought Spider-Man.

Larry looked at Spider-Man before his vision started to fade and was replaced with weird images.

He saw Osborn walking out of jail, two men talking about something, the Justice League fighting something that looked like Spider-Man but was bigger and more menacing. He saw Carnage standing over a body with a man in a purple suit right next to him before seeing something big and green with glowing red eyes.

His visions faded as soon as he felt a weight hit his legs. Larry looked down to see his medallion in his lap and Spider-Man looking past him. The sound of what looked like sirens below was faint but he recognized them.

"I guess we made more of a ruckus then we thought," said Spider-Man as he looked back at Larry whose glare was now gone and replaced with emotionless stare. "So before the cops arrive, how did you put together all of this to try to kill me?"

When Larry didn't answer, Spider-Man continued.

"You couldn't have done this on your own. Trask's assets were partially frozen or split up between his friends," Spider-Man widened his eyes under his mask.

"That's right," said Larry as a smirk formed on his lips. "Logically there are only two people left who I could have stolen from in order to get all of this. Even though I go jail, you still become hunted by the people you should have killed years ago."

"No," said Spider-Man as he took a step back and looked at the early light of the sun. "I'm not a killer, I'm not the one who killed your father nor will I be the one to kill those who took away my chances at a normal life from the beginning. No matter what they drive me to; I won't kill."

"Well whatever's inside of you sure doesn't have your morals," said Larry.

Spider-Man looked down at his hand before clenching them. "I'll make sure to control it. You just make sure to fell at home in your cell."

With that being said, Spider-Man walked over to the edge of the building past the platform on the chopper and jumped off.

The hero went web swinging away, preparing himself for whatever fate would have in store for him.

He sat down on the opposite side of the table, looking first at the view to his right that showed the sun hitting a few of the buildings.

"I see your taste scenery has changed," he said to the guy opposite of him.

"Things do change over time," the man opposite spoke, his voice not as deep as the other man. "Taste in music, clothes, scenery and of course business."

"So I've seen," said the other man with the deeper voice. "Yet I've heard a lot of things these past few days as well."

"Larry Trask I assume."

"Who hasn't heard that story at this point? By tomorrow it will be old news."

"It's funny though," the man pulled out a cigar from suit pocket and offered it to the other man who shook his head slightly. "You give the son of some smart, yet stupid, business man couple bags money and even a few special weapons. Yet he doesn't get the job done, only manages to screw over everyone else in the process."

"You forget we technically didn't give that stuff to him so much as he stole it," the man said as the other man light his cigar and inhaled it before exhaling some smoke.

"So we gave him a bit of moral confidence, big deal," the man took another small puff before exhaling it again. The sun was hitting his bald head slightly but he didn't mind. "He just couldn't control that power, not that we should expect him to control S1 from the way Beetle described it."

"Is Beetle doing any better?" asked the man across from the man smoking. The sun that hit the side of his face seemed to make his skin shin ever so slightly.

"He's recovering at a nice rate, though his suit still needs a few repairs. I don't think he'll be enough though."

"Then we get a few more people involved, not that much of a problem. I think a certain hunter would want a second chance."

The man on the other side inhaled his cigar again before exhaling and smirking. His skin was darker than the man across from him. "Well it's your turn to pull out some muscle for this job, besides the hunter who will no doubt try to make this own game."

"I can assure I may know of a few friends that can probably help keep him in shape," the man folded his hands on the table while leaning back a little on the chair.

"Who are they friends with?" asked the guy on the opposite end. "Is it Tombstone their only friends with or are they known by others."

"I can assure you that they know the Kingpin as well," said Tombstone as he looked back over to his right. "Some of them even know the spider, so it will be like a reunion for him."

"I like the sounds of that," said Kingpin. "The sooner the better; the spider has messed with a couple of my operations here. Heard he got one of yours awhile back, must have been a setback."

"You have no idea," said Tombstone as he watched the Kingpin take another puff from his cigar. "I'd go to Gotham but I don't feel like getting headaches from a bat. That I think Black Mask won't be too happy to see me."

"Black Mask needs a little reminder on who helped out in his darkest hour," said Kingpin. "But enough of that mad dog; we need to worry about that group of heroes if we want to take out that spider or S1 as we called him."

"Feels like it was only yesterday that we saw him taking out a group of those sentinels," Tombstone let out a chuckle as he thought back to that day. "For that little league, I might have to call in a rabid dog for that."

"A rabid dog," Kingpin repeated before a sinister smirk graced his lips. "Give him a few tools and maybe even something bigger than dog that might be even more rabid or just as; then you can raise hell."

"You have something else in mind?"

"I do, but it won't require anything more than a little stretch of power."

"Of course with you we don't have to worry so much about power."

"Of course we don't; after all, controlling power is my business."

(To get this out of the way; I based the look on this Kingpin after Michael Clark Duncan)

_He walked quietly into the house, locking it behind him. Memory told him that this would be nap time for the baby, waking him early would be a strain for his wife. _

_So he moved silently through the house towards the living room, were he could see a noticeable light coming from the shadows. He walked in to the doorway and saw the TV was on, no sound was emitting as the afternoon soap operas his wife loved to watch were currently playing._

_"Home early I see," he didn't jump as he looked at the sofa to see his wife laying down while staring at the TV. "Normally I wouldn't expect you back until another three or four hours had passed." _

_"They let me off early," the man said as he laid his brown suitcase on the table. He walked over to the front of the sofa and his wife moved her legs to make room for him to sit down. He pulled down his tie a bit to give his neck some room as he kicked off his shoes that went a few inches away from him. "Got to wait for a few more numbers to run in order to go back and finish up a little project. So for now; I'm free." _

_"Not exactly," said the woman as she shifted so that she has her back on the man's lap. "You may be free from work but you're not free from your duties as a husband or a father." _

_The man smiled as he ran a hand through her brown hair. "I'd rather deal with that paperwork and running a bunch of tests." Their voices never became higher than a whisper._

_The man then looked at the white crib across from them, just a few feet away from the TV. _

_"Let me hear you say that after a few dirty diapers," said the woman._

_"Hah-hah," said the man. He then looked back to the muted TV. "How do you watch that stuff, much less without the sound?"_

_"It's a re-run," was the reply the man got. "I know in a few seconds she's going to tell the man that the baby isn't hers and the man is going to say 'how' before throwing his glass on the floor. Besides, the noise could wake up the baby and I don't want that." _

_"Still doesn't explain why you watch them?"_

_"It's a little bit comforting knowing that my life isn't has dramatic as the ones on TV." _

_"It also isn't acted out," the man added._

_The woman chuckled before a frown reached her features as she looked as her husband's normally combed hair but was now ruffled and his eyes had bags under them. She looked up at her husband who looked down at her. _

_"Richard," she said softly. "How much longer are you going to be working with Osborn?"_

_"As long as he needs me and is willing to pay," said Richard. _

_"Tell me your real reason." _

_Richard didn't think that little lie could get past his wife. "I guess you could say I'm helping making a difference in this world. Like so many others before me I intend to help as many people as I can. At least, that's what I want to do to this world Mary, help the people. Especially-"_

_He was cut off a gurgle was heard from the crib. Immediately Mary got up and so did Richard as the couple moved over towards the crib and peered down. _

_Inside the crib, laid a small infant clothed in red footie pajamas surrounded by a mass of blue sheets, the baby had a bald head that showed signs of growing hair. The baby looked up at Richard and Mary before releasing a happy little gurgle and raising his arms up. Mary smiled before she picked up her baby boy and held him in her arms while Richard watched on with a big smile._

_"That's why I keep working to the bone Mary," Richard said as his wife looked at him. "I know you think I'm pushing myself to hard but I have to make this world safe. There's only so much that the heroes in the world can do; who's to say they don't have a family like us?"_

_Richard held out his arms and Mary gently gave him their son. The baby looked at Richard's face before smiling as big as he could at him. _

_'I'll make the world a safer place for you to live in,' Richard thought as he looked into the innocent eyes of his son. 'I'll make sure you never have to live in fear; Peter.'_

To be Continued in; Chronicles of the Spider- Late November.


End file.
